Byakuya Has A Penny
by Lady Kagewaki
Summary: COMPLETE Penny was shaped by circumstances beyond her control. Mutilated and feral as a child she took control of her fate by joining the Yamamoto Dojo, the antecedent to the Shinigami Academy. There she met now famous heros of the Gotei 13. How did the withered creature come to intimately know the noble Kuchikis? Specifically their most famous and brilliant member, Byakuya?
1. Chapter 1

Penny was ready. She had bided her time suffering in the slums of Rukongai as early as she could remember. Her name was what her last owner had paid for her. She had suffered physical and emotional pain along with all the indignities of slavery. She realized she had power when she was young and decided to hide it away from the world until she had enough to liberate herself for a better opportunity.

The rumors of a new academy began to surface, and she knew it was her opportunity at freedom and a more normal life. Not that she really understood what normal was, but she knew she could live with less pain.

One sunny afternoon her owner entered the hut in which he kept her chained. "Penny, time for my breakfast. Time for my morning delight!" He grinned at the thought and it faded when he saw the chain piled on the floor, but no Penny. _How'd she manage that?_ Was his last thought.

The young girl with a messy short black bob exited the hut, mud smudged on her face. There was a small splatter of blood she wiped away from under her large dark sunken eyes.

She could've been a pretty girl, but the abuse she had endured had left many scars. The man with a knife fetish was the last owner, and after he did his work it left her face lopsided. One of her eyelids drooped and the lower lid showed the pink underneath. Despite this her vision was still excellent. The corner of her mouth on that side dipped low, but it made no difference to a girl who never knew smiles nor laughter.

There were other marks along her scalp, and one in particular healed poorly leaving a long thick pink scar that interrupted her hair. It dragged from the base of her skull, up and over to her forehead. It dipped down, like a small dribble of pink wax onto her forehead. She generally combed her hair and parted it on the side to cover the line. She found it distracting as it was the final blow she received before being left for dead. She woke in a new place, nursed back to health by a man she thought to be kindly until she was healthy again. Then he raped her. She learned never to trust adults after that.

Her body was crisscrossed with burn scars and old knife wounds. She was missing a couple fingernails from her first master who wanted to test discipline methods. Despite her ragged appearance she was strong and agile. Despite her gnawing hunger she had strength to go on.

She left the hut and the body of her last owner behind then began to wander. She walked day and night into and out of different neighborhoods. There were no districts in Soul Society as of yet. It was still just a collection of neighborhoods, villages, and cities. She was he heard others talk about her appearance and realized she was dressed shabbily.

One day she realized she was outgrowing her slave garb and her tunic was indecently short. She took a turn off the road hearing the sound of running water. She didn't like being dirty, and went down to stream edge, pulling off her tunic on the way. She splashed into the water and swam until she felt clean. She was naked as the day she was born but when she was submerged in the moving water she didn't care. She was alone in the world of nature, floating, listening to the birds chirp.

Then she heard some other sounds. A foreign, almost alien sound to her. Two young women were giggling. Penny stood from the water and walked to the edge. She had no shame about her nakedness in the forest but was suspicious of the young ladies. She stealthily made her way to the tree line and watched them. Curious, she stepped forward and clumsily snapped a twig, and it was loud. The girls stopped in their tracks. Penny stood up, unafraid of being seen. The girls were dressed finely in Penny's eyes. She wanted one of their colourful yukata. She was going to take one, and murder for it if she had to. Life was cheap to the wild child.

The girls screamed at the sight of the mutilated naked creature staring at them and ran off, screaming all the way.

Just then an old woman shuffled down the road, to investigate the screams. Penny crouched down. She did not trust adults. Adults beat her, cut her, burned her, bought and sold her. Adults were not to be trusted.

The old woman looked around and saw Penny, hiding unsuccessfully behind a bush. The old woman only took a few steps towards her, but it was enough for Penny to feel threatened. She backed up, slipped on some wet leaves and slid backwards tumbling back down towards the river. Her leg scraped along a low hanging tree limb along the way and opened a big gash on her leg. She cried out in pain and was covered in filth again.

She was dazed from hitting her head and rolling downhill. Penny realized she was losing a lot of blood and tried to crawl towards the water to clean her wound and summon some spirit power to help. Unfortunately, her body was weak from lack of food, and now blood, and she passed out.

*************  
Elsewhere in Soul Society a young woman by the name Yachiru slashed her lastest victim and relished testing her blade after having the hilt rewrapped.

An adolescent Shunsui Kyoraku was eying the first girl he had a crush on across a busy dusty street. He ran a hand through his unruly hair and said "Okay guys. I'm going to talk to her!" His elder brother and a couple friends gave him encouraging pats on the back and shoulder.

A dark haired Yamamoto looked on from a nearby window behind the boys with a smirk and a chuckle. The Soul Society run by Shinigami was slowly becoming the vision of his. After keeping his eye on Shunsui and was sure he crossed the street of horse drawn carriages and the throngs of people safely, Yamamoto returned his attention to the planning documents on his desk. He often poured over them, trying to perfect his idea. He would sit and look at the tree of lines each representing squads in the hypothetical group of enforcers. He felt he was finally there and he nodded in approval.

In a rural area, in an ancient noble house of Kuchiki a young man named Ginrei was committing to his first wife during a san san kudo ritual.

In the coming years they would all be drawn together.  
*************

Penny came to in a clean, warm, and dry environment. Her wound was dressed, and the old woman sat in the opposite corner of a very small thatch roof hut.

A modest fire was going in the hearth in the center of the room, and vegetables were simmering in a cast iron pot. The wrinkled grey-haired woman appeared to be a gentle, well fed, kind old lady. She was darning a sock when Penny came to.

She noticed the girl waking almost right away, as if she had been waiting. "Oh! Dear, you are awake! Thank the Spirit King!"

Penny sat up and looked down. She was wearing a simple maroon yukata. She touched the fabric and noticed it was stiff, as if new. _What will I owe her for this, I wonder?_

The old woman toddled forward. As she scooped some of the hearty stew into a well-worn bowl she said "You took one nasty fall. But I was able to staunch the bleeding quickly. You'll be weak for a few days, but you should be fine."

Penny nodded.

"That's when you say thank you dear. Who raised you? Wolves?" she chided gently with a laugh.

Penny only stared at her. _She is fattening me up. She it's going to sell me to someone. But I can't resist the meal. I need strength. Gods I'm so hungry all the time. _

The old woman then handed the bowl to Penny. "Eat up dear… you…"

_She is staring at me. She is gauging my worth_. Penny hesitantly took the bowl and began to pour the contents into her mouth.

"I was teasing, but you really were raised by wolves! This is how you eat properly! In polite company" and she handed Penny chopsticks. They were red lacquer and very pretty.

Penny had been threatened by a pair once. The man told her he would poke out an eye if she stepped out of line again. She still had her two eyes. She gripped them in her hand like a dagger, uncertain how to use them.

The old woman observed Penny. "Sweetheart…" her eyes are full of sorrow, "Who are your parents… have they done this to you?"

"No" was all Penny could say.

"No they haven't? Ok, who are they?"

Penny shrugged and dug into her bowl. She stopped asking who and why a long time ago.

Over the following weeks it became apparent Penny had come from nothing and was basically feral. She was only aware of society and not particularly keen on joining it, and while she was sharp and understood language, she did not speak much. She couldn't. She had rarely been allowed to do so.

At a mere 110 years old, Penny knew too much about adult life. You could see it in her eyes. The old woman taught her over the course of a few years simple things like how to comb her hair instead of sheer it off, table manners, and basic greetings. There were bigger lessons such as the old woman was safe to talk with, and what Penny looked like. She had seen her reflection in the river many times but the old woman told her others would treat her different because of her appearance.

"It's nor fair, it's not right, but it is true" said the old woman as she combed Penny's hair with an ancient boxwood comb.

Penny had noticed the strange mix of things in the hut. The old woman was poor but could make ends meet selling whatever vegetables and fruits she managed to grow. She had not been born a farmer, nor brought to Soul Society poor. Her parents had been wealthy aristocrats who lost their fortune. She had managed to hold onto a few fine items to remind her of the good times. "It's important to groom yourself well, Penny. A girl with a face like yours will be judged very harshly, the least you can do to combat their cruelty is keep clean and neat."

Which Penny did, almost compulsively so.

The years passed by and Penny learned something new every day. The old woman had not let go of her aristocratic and very polite ways and she taught Penny how to stand, how to talk, walk, and how to move about in the world with natural grace. She also taught her to read and write and Penny grew a fondness for learning.

Penny never let go of her feral desires to survive, nor her lust for power to defend herself, but she did accept that the lessons on social behavior, and especially the etiquette, would serve her well.

She grew into a young woman and the combination of wildness and grace gave Penny a very eerie and frightening aura. When the girl looked at you she stared through you and because of the destruction to her face she was unreadable. It was like looking into the eyes of a wild animal. She kept her spirit power in check, but barely. The old woman was not sensitive to such things and never knew the power Penny was developing in the darkness of night.

Penny made a habit of quietly learning what she could about her spirit power and was pleased with her own progress. One evening she said to the old woman "I want to go to the Yamamoto Dojo."

The old woman shrieked and then laughed "You? Sweet pea, no. No No No. They won't take you" she said.

Penny continued to chew until she was done. Her straight, black hair, pinned back neatly in a bun, shined even in the firelight. It had been combed in an elaborate manner to cover her scalp scars. "Why not?"

"Do not speak with your mouth full, dear" chided the old woman. "Because, you have no spirit power and we know you are physically too weak."

Penny was tiny and wilted from malnutrition. Her skin was an odd grey, an effect from a spirit fever that poisoned her blood and tried to take her when she was little.

_We'll see about that _thought Penny, politely resting her chopsticks on a porcelain rest.

"Plus sweetie, I need you here. You help so much on my little plot of land and it's better that ladies stick together. You don't want to become part of that kind of group."

Penny's inner fire raged. _I will leave this place and go where I want. And if the old woman gets in my way I will turn her to dust. _

"Hank would be very sad if you left" added the old lady before politely holding her own rice.

"I don't like Hank" said Penny soft and quiet. Her wide grey uneven eyes stayed cast down. She slipped a bit of rice into her mouth and chewed slowly.

"I don't understand why. He is neighborly, helpful when we need a strong hand, and not bad looking" advised the old lady.

_He looks at me like the slave owners. He wants to hurt me, maybe like they did. _She said nothing but chewed. _They think I don't know. That I don't realize they do not have my best interests at heart. Adults are not to be trusted. I have not forgotten. _

Only two days later Penny was pulling weeds in the small garden behind the hut and a tidy tool and supply shed next to the hut. She realized she had forgotten a bucket to put the items in. _These radishes are something. We'll get quite a price for them at the market. _She hopped up and scampered towards the shed.

Penny halted. She was about to round the corner but heard Hank and the old woman chatting. She was just going to walk to the shed a different way to avoid Hank when their words caught her ears.

"When do I get her?" growled the hulk of a man.

"Calm down, Hank. She isn't a mule. She is a young lady. A bit more complicated" replied the old woman, trying to whisper.

"I think a mule might be easier and cheaper. I said I would buy her, what's the hold up?" he grunted.

"She has this idea that she can join that silly dojo so I don't want her running away on you. I just have to make sure she has let go of the idea."

"What dojo? I told you it would 've been bad to teach her to read. She picked that up too quick."

Penny had predicted it, but it still hurt to hear. The old woman had been kind, but for exactly the reasons she had expected.

_It's time _thought Penny.

Penny walked around the corner and saw the two of them. They knew she heard. "Can we help you, my dear?" asked their old woman trying to salvage the situation.

Penny looked at Hank. He took off his hat and nodded at her. The three of them stood between the tiny hut and worn out shed. "I heard you."

As the two adults shifted on their feet and exchanged suspicious looks Penny walked up to Hank and put her hand on his chest.

From beyond the little hut came a large puff of ash, and then a muffled scream from an elderly woman.

Penny looked at the woman, frozen in her last agonizing moments of death. Every detail of her expression preserved in ash, leaving her clothing untouched. _Adults are not to be trusted. _

A breeze came along and blew the old woman's ashes away. Penny entered the hut, packed up all the cash the old lady had, along with what small items she knew to be valuable and headed to the new Shinigami Academy.

Penny arrived at the small collection of buildings known as the Yamamoto Dojo in the fall. She walked along the outside wall of white plaster topped with red clay tiles. She heard the boisterous jeering of grown men sparring in the courtyard and swallowed. _You can burn them up. Youth can defend yourself. They are no longer the roaming band of murderers led by that bearded man. They are students and you will be one too. You are powerful. You can fight them. _

Penny was about to turn into the yard when she heard an eerie but almost kind voice "You want to go in?" The leaves were red and tumbled about the street. Penny turned around and met the kindly gaze of a very very powerful woman. "I am Yachiru" she said. "And who might you be?"

Penny felt for a moment she had miscalculated this move. She looked at the legendary killer and knew her reputation. She took a subtle breath to calm her racing heart. "They call me Penny."

Unohana nodded and with her voice more serious she said. "Go on, Penny. No more hesitating."

Penny glanced downward for a moment and saw a large gash on the woman's chest. She felt a bit of kinship to this woman, wild inside like herself. She didn't trust her, but she understood her. "Yes, Yachiru-dono" she replied and entered the school.

Penny walked into the courtyard and there was an interesting mix of mostly young men, wearing blue and white kimono, and the young women wore red and white kimono. Penny was a child while the others were young adults. Everyone stopped to gawk at the well-groomed, but gruesome girl who arrived.

There was a table across the courtyard where a few young men sat. One with short white hair that stood out to Penny instantly. He seemed a bit weak, but warm. He did not stare at her but had a half smile that appeared to cautiously welcome her to this new place. Next to him was a fair skinned man with unruly dark brown hair who looked at her with curiosity. He looked at her and Penny tried to find something else to focus on. She could not pin down what he was thinking, but she could tell immediately he was not at all hostile, but very shrewd.

A burly man with a bushy grey beard approached. "This is no place for beggers, little girl."

Penny felt fire in him, similar to her own. She decided to reveal her fire, just a little, to them. She raised her eerie grey eyes and used her spirit force to shove him back. She didn't say anything but looked him deep in the eyes. The man saw flames there and then it was gone. "I want to learn" was all she said.

The bearded man experiencing a rare moment of humility sighed and said "And so you will. I am Yamamoto Genryūsai Shigekuni and this is my academy."

She bowed respectfully, and he led Penny inside.


	2. Chapter 2

Penny sat alone at the table outside eating as politely as possible even though she was alone. People were always watching. She looked around casually and her eyes landed on the white haired young man, she had seen her first day. He was a few years older than her, surrounded by a group of peers. They were all chuckling and Penny's heart melted. She fell very hard, very fast for the young Ukitake Jyushiro.

The moment she felt affection for the affable, talented, popular young man she felt true heartbreak. Her face showed none and she pushed the feelings deep down into her heart where she intended never to examine them again. But these feelings persisted despite her cool rational understanding that her appearance made her unappealing, even to the kindest of hearts.

They would occasionally be sparring partners and she did her best to treat him like everyone else, but her heart would break with the clack of their bokken. For whatever reason, she could not understand, why those feelings never ever left her.

The academy grew rapidly over the next couple of years and construction began on a much larger facility. This drew more students, and more eyes that stared at Penny. Various people from all over Soul Society gathered in this school to learn and grow. Some from humble families, some from places as dark as Penny, and others from the high society and even aristocrats and nobles would pass through for one reason or another.

One afternoon Penny was working in an empty classroom as she found them quieter than the library. Movement from the corner of her eye prompted her to look up from her book and out the large wooden framed window. It was a casual movement and not alarming. She gazed into a small courtyard of white stone and greenery to see a middle aged Kuchiki Ginrei walking through. It had been rumored that Ginrei would be taking his uncle's spot as the 6th squad captain. She saw a teenage boy walking a few paces behind Ginrei and assumed, correctly it was his son Soujun. _They look so similar_. Her eyes flicked away for a moment as she wondered _I wonder if I would have looked so similar to my relatives?_ Such thoughts were useless to have. She knew she would never know her family and never know what she would have looked like if life had dealt her different cards.

She turned her attention back to the noblemen. Ginrei's hair was black and straight and his fine features were covered by a thick black mustache. His son was lean and gentle looking with grey eyes that were still a bit wide with youth. It gave the kid a very gentle kind gaze.

_They must be talking over the transition_ she thought before turning her attention back to her book. She glanced at her watch and realized it was time to head over to the dojo and join a class Yamamoto-sensei had asked her to join. As she walked over she thought back on his words to her.

_Penny-san, as you are now a senpai I would like you to join a junior class coming in and assist in a freestyle sword fighting class. These new kids never had the experience you had, they come from safe stable homes and some have already had some kendo training. They do not know what it is to fight for their lives, and I need you to impart some of your experience to them. _

She arrived in the sparring center and saw some familiar faces, such as Ukitake and Kyoraku and their group of friends. Penny didn't have friends but was well respected amongst her peers. She shied away from personal connections. She saw Ukitake and Kyoraku settling in on the opposite side of the room with other upperclassmen and Penny decided to stay on the inside wall near the entrance. She always did this because she liked to leave quickly at the end of class so as to avoid small talk and people's unflattering looks.

The class began and Yamamoto-sensei paired up the senpai with some of the new comers. And the older students helped correct and teach the younger ones a few techniques and things to look out for. Penny was paired with a young man from a wealthy family who did not seem to care much for what she said. She was patient and tried to direct his attention to the task at hand, but he preferred to joke with his friend nearby. She glanced at the boy as he openly disparaged his senpai with his friend. "How do I always get stuck with the ugly ones?" he laughed out loud.

The young men laughed and Penny kept her inner fire in check. She glanced over at Yamamoto who had a keen eye. He saw and heard what was happening and gave her a subtle nod.

Penny clacked her bokken against his to grab his attention, and she let slip a tad bit of reiatsu to emphasize the point. He looked back at her annoyed she would dare interrupt his conversation with his buddy. "Keh,-"

Before he said something that would enrage her and end up with her killing him she said, a bit robotically "Yamamoto-sensei is watching."

He sneered, knowing she was right and reluctantly quieted down and pretended to engage her.

After the sparring was complete Yamamoto called the pairs out one at a time. When it came to Penny and her student he came at her, he raised his sword high, and with a one handed grip she wacked his dominant hand causing him to drop his bokken mid maneuver. Half the room chuckled and the embarrassment at the hands of ugly Penny, a girl no less, enraged him and he yelled then charged her without his sword. Again, she raised her sword up with a quick jerk, thwacking him under his chin, causing him to lift off the ground and hit the floor on his back. Some in the room continued to giggle, others, like Kyoraku laughed more heartily. The new students were shocked, and Yamamoto was quick to squash the fun.

"Silence!" He yelled with a booming voice. "What lessons has this arrogant shit taught you?" The room was afraid to answer. Yamamoto snapped "Penny-senpai! Explain to these little squirts how you accomplished this."

She turned and bowed deeply to him, then stood and said "Yes, Yamamoto-sensei." Penny stood straight and her posture was firm and commanding. An injury to her vocal chords made it difficult for her to project her voice, but she managed though her voice was scratchy. She turned to the students in front of her and said "Number one: He underestimated his opponent." She glanced over at the defeated boy and his friends and said "Appearances are deceiving, especially when you place so much emphasis on them."

"Mm" agreed Yamamoto with a nod. "What else?"

Penny cast her haunting grey face and grey eyes on the people there "Do not allow your emotions nor pride to cloud your mind and therefore your judgement. Stay calm. Always."

Penny noted her peers nodded in agreement, and Kyoraku thoroughly enjoyed all of it. The young man she beat and humiliated was bitter and Penny suspected he would try to enact some juvenile revenge.

The class was dismissed.

At the then of the week the students went out in the Seireitei to explore, eat, and drink. Previously only open to nobles and aristocrats the Seireitei was a novel and exciting place for new shinigami. The original inhabitants of the Seireitei were not happy with the decision to allow others in, but they would never question an order from the Soul King.

Shinigami, in their distinctive shihakushou, had not yet become a common sight, but students of the academy and their uniforms were.

Penny went out alone, ate a good meal, relaxed with some rice wine and left before any one tried to talk to her. She stepped out into the night and took a deep breath. She admired her visible breath and the briskness of the night.

Suddenly four young men grabbed her, and before she incinerated them she heard Kyoraku yell "Penny-san, NO!" She looked up and saw Kyoraku and Jyushiro rushing towards them.

"Let's get this done" said one of her captors. Fear raced through her. She knew pain was coming. But she glanced again at Jyushiro's eyes and the kindness therein. She couldn't find the cold darkness inside to send these boys to their end in front of him. _He cares so much about everyone…_

Kyoraku knew what power she held inside and called point to her not to kill the boys. Instead of turning them to dust with her superheated reiatsu, she merely flared her reiatsu blasting them all a good two meters away with what she considered gentle force.

Kyoraku and Ukitake were still a few meters away. The boys scrambled to their feet One of the boys was the student who she had sparred with and embarrassed in front of the class. From the ground he yelled "Now, just throw it!"

In a flash Penny felt a searing pain rush up her leg, all the way from her calf up to her thigh. _I'm on fire. It's not mine. This is outside._ She only gasped at the pain. A wave of water overcame her and put out the fire. She began to fall to the ground experiencing the next moments in slow motion. She spotted Ukitake rushing towards her, and Kyoraku immobilizing her attackers. She rolled over, looked down at her burned leg and blurted "Oh fuck!"

Her red hakama had been burned and melted onto her wounded skin. There was pink, raw, flesh, and charred bits that ran from her ankle to calf, and a few spots up her leg. The smell of the burn was what snapped her out of a daze. She thought _Oh my gods. Those little shits tried to set me on fire!_ She saw some broken glass nearby in a pool of liquid and realized they threw something at her that had exploded.

Her blood and reiatsu were flowing out fast. She realized she had let her guard down for a moment. And in that moment this happened to her. Ukitake skidded to her side and said "Penny! Penny, I'm so sorry. I knocked you over, but…"

"I know, I know…" she said breathlessly before she passed out.

Penny was brought to the medic office and healed from most of her physical trauma. She would carry another very large scar along her leg from the burns. She sat in a bed of the newest building constructed that would later house the 4th squad. Her leg was bandaged up and she calmly thought about how she would mutilate the boy and his friends.

A warm voice of a youthful Ukitake interrupted her violent musings. She glanced at the door, her heart sinking at the sight of him. _One more scar for him to pity. And of course I have to hide these ugly thoughts from him._ Kyoraku was hanging back in the hallway, no doubt flirting with a young pretty nurse. She could hear him mumbling and chuckling. A young lady giggled.

To Penny's surprise Yachiru-dono, now going by the name Unohana, was there as well. She had become a great teacher of the healing arts, but was still, undoubtedly the Kenpachi. With the reorganization of Yamamoto's gang into an official group sanctioned by the Soul King, the squads were still slowly taking shape. _I know this woman will certainly be a powerful leader no matter what path she chooses._

Unohana smiled gently and said "I'm glad to see you are alright and will make a decent recovery."

Ukitake looked away, looking ashamed. "I'm sorry, Penny-san. We should have been quicker."

Kyoraku entered. He put a hand on his friend's shoulder and said "Don't apologize for those kids. They literally threw a fire bomb at our Penny!"

"Don't call me that" snapped Penny. "I don't _belong_ to anyone."

They all nodded, not knowing the specifics of her background, but understanding what must have happened to her.

"Sorry" she said aware that her outburst must have been unappreciated after they saved her. She looked out the window and said "I should be thanking you. I would have burned up completely otherwise." She forced her face into a half smile smiled said "It would suck to die just before graduation."

They all exchanged a look and Penny's heart sank because she realized what was coming next. "No, no no no." _That's why Unohana is here. _"I'll be fine by finals. I can do the trials!"

Unohana said "This may be true, Penny-san, but the boys were from a prominent family. They will be held back a year to recover from their injuries. Their families have demanded the same for you."

Rage burned inside Penny, but she remained calm. "They set me on fire, I nudge them off of me, and I get held back?"

Kyoraku and Ukitake exchanged a glance. Unohana clasped her hands in front of her and bowed her head. "Penny-san," she looked up through her brow, still struggling with keeping her own lust for blood, power, and especially vengeance in check. "Outside broken bones and bruises, they sustained organ damage." She bit her lip to stop herself from smiling. "One of them died."

Penny nodded and quietly said "Good."

Ukitake gasped her name "Penny-san! No! Don't say that!"

Kyoraku put a strong hand on his friend's shoulder to stop him from approaching her bed.

_Kyoraku gets it. I'm not like them_. Penny gave a perfunctory apology. "Apologies. Life isn't cheap blah blah."

Unohana bit her lip, trying not to laugh and ended up using a creepy smile to cover up her unusual pleasure at the thought of people suffering. "Penny-san, the families will expect an apology. I don't think that line will please Yamamoto-sensei."

Penny nodded._ This woman gives me the shivers, but she gets me._ "Yes, ma'am. I'll try to figure out what to say."

Unohana nodded and said "Think of it as recovery time. I would advise that you take your time to heal and take your final trials when you are fully capable. You will be seated higher if you can perform better."

Penny conceded. She had no other choice_. I have waited and been patient to get to the academy, I can wait a single year to be a Shinigami._

Once Penny recovered enough to walk unassisted, she went to the home of one of the wealthy families of the boys she had hurt. The Tanaka clan was a vast and influential family of merchants who had married into some noble clans around Soul Society. When Penny arrived at the mansion she put every etiquette lesson from the old woman she could remember to use.

She was escorted into a large very ornate room covered in gold filigree, lacquer, and finely made screens. Yamamoto and Unohana flanked Penny as she sat, then bowed with surprising grace and dignity. Her elders were shocked she had such manners. Seated on a long dias were the parents of the boys who had attacked her. In the middle was the head of the Tanaka clan.

Penny said "I'm sorry for your loss, and sorry that…" _I didn't finish the job. _"that I was the cause."

The man in the middle shifted in his seat then nodded. "Thank you, Penny… what was your family name?"

She sat up straight but keep her eyes downcast. "I'm sorry. Again, sir, I have no family name."

There was an awkward silence. The man, again, nodded and said "I see. You have truly worked your way up."

The other parents and students looked at him as though he were mad. One finally snapped "This awful sewer rat killed my son! She does not deserve our courtesy."

"Silence!" bellowed the clan head. The hall fell quiet. He continued and spoke gently with Penny. "I am a wealthy merchant. Not a noble. I too came from humble beginnings and wish my son could appreciate your struggle and your climb."

_You have no idea old man_. "Thank you sir, but your son is young still. If he so chooses the path of a Shinigami he will hopefully learn more about what's important. Thank you for inviting me here and allowing me to apologize. I am not only taking this time to physically heal, but the extra year will allow me the time I need to fine tune my power. My sloppiness caused a tragedy."_ Hopefully that crap will let me leave sooner. I'm hungry and I want to leave. Maybe take a nap. _

Tanaka looked at Penny, the small scarred girl, who humbly came and bowed her head and took the blame even though she was the victim. He said "Penny-san, you have deeply impressed me today. I assumed you would come here before me, forced by your teachers. But I see you are truly humble and have learned much from your sensei. My son is in good hands there. I accept your apology. I wish you the best fortune with your future."

She looked up in genuine surprise and bowed again. "Thank you, Tanaka-sama. This means a great deal to me." _I still want to leave. And I'm still hungry. _

The meeting wrapped up. The other families were not pleased with the gentleness with which Tanaka treated Penny, but she was relieved, and confused. She did not trust adults still, even though she was fast becoming one. She shrugged it off, and went on her way. She went straight to lunch.

Penny made it to graduation by waiting. She took the time to study history and the sciences. She mediated and continued to consolidate her power. She promised herself _ I will grow my power, but I'm not going to show it off. When you are that strong others come for you. I will rise when I'm ready. I will the pace myself. I will allow nature to cull the field. _

The decades passed by and Penny was seated in different squads. She hid her talents and her true power waiting until it was most advantageous to reveal it. She was placed in the 6th seat in the 8th squad while she saw Ukitake and Kyoraku rise to the level of captain. It wasn't that she did not have the power to rival them, but she was not socially adept and knew she could not find a leadership position that suited her. She was always quiet, but not mousey nor sweet.

She was eventually seated in the 8th seat in the 6th squad under Kuchiki Ginrei and his son Soujun as Vice Captain.


	3. The Sixth Squad

Ginrei of the Kuchiki clan and captain of the sixth squad had aged only slightly since Penny had last seen him. His mustache had started to grey, but he was still healthy and virile. Soujun, on the other hand, had grown rapidly into a young man. He was now, albeit young, he was indeed a grown man. The officers were reviewing their new members and Penny had been summoned to the Captain's office of the sixth squad barracks.

"Eighth Seat …Penny? Have you no surname?" asked Ginrei. The Kuchiki's were notoriously reticent and Penny had a difficult time reading the gentleman's intent.

Penny kneeled before him, in the proper half kneeling posture expected of Shinigami in the presence of their captain. _What does this mean? Has he already judged me by my lack of status?_ "Not unless you want to lend me yours, sir."

The Vice Captain of the sixth squad who was standing nearby stifled a laugh at the audacious and cheeky comment. Soujun, swallowed the chuckle and tucked it away hiding again behind the Kuchiki mask.

Ginrei was not as amused and only growled in response. He dismissed the matter and moved onto his next thoughts. "I see you have come with high honors from Yamamoto-Soutaicho. Even though you were delayed graduation because of some trouble…"

Penny said nothing. _It wasn't my fault but I am guessing that doesn't matter to someone as socially comfortable as a Kuchiki. _

"Regardless" said Ginrei "You are here, serving in my squad. Do nothing to dishonor us."

He turned, his salt and pepper hair whipping on a subtle breeze as he walked back to his desk. Soujun stood straight at attention, and Penny was allowed to stand again. She bowed deeply and said "Of course, sir. Yes sir."

Soujun was ordered to escort her to her barracks and they said nothing most of the way. Other Shinigami quite casually greeted the vice captain despite his high status. When they got to the building, he did the extra courtesy of walking her to her room. She found a strange comfort in being introduced to people they passed. She certainly noticed how handsome Soujun was but being as scarred and mutilated as she was found little importance in someone's appearance. She could not allow herself the luxury of dreaming and swooning over men who would never look at her that way. Especially one as high status as a Kuchiki.

Romance was a non-issue for her. Survival was her number one priority and she didn't have much room for much else at that point in her existence. Additionally, she had come to terms with appearances and that hers were bad. People assumed a lot about appearances, and she let them. It told her much about with whom she was interacting.

Her heart was still captured by Ukitake not just because he was classically handsome, but she saw how kind and warm he was to everyone. Even her. Still, Penny was no fool and knew how society worked. Even though she felt separate from it, and feral inside, she had to maneuver within it. Pairing off with anyone was not an option. Kyoraku teased her about her crush on his friend, but no one else mentioned it, most likely so as not to embarrass Ukitake. Ukitake tolerated it because Kyoraku was that way with all the girls. In other words Kyoraku too treated her like a person and not an object nor like the animal she felt she was.

Penny and her new Vice Captain stopped to talk to yet another squad member. A forgettable and lower ranking young woman. Penny kept her ear open for any verbal queues but her mind wandered regardless. She watched the two interact. _He's handsome, and seems very nice, but not all that powerful. I guess he has his position because of family connections_. She bowed to the other girl, a fellow squad member, and continued to watch their friendly, but disciplined exchange still feeling like an outsider.

Soujun smiled and chuckled at what the young woman had said and the girl returned a smile at his reaction. Penny simply nodded because she had heard her smile called grim, even grisly. The junior Shinigami went on her way and Penny was led by Soujun to her room. "Here you go, 8th seat, Penny-san."

He bobbed his head in a slight bow as was considered appropriate for the disparity in their stature and he swept his hand towards the open door. "Your new home" he said with a vague charm.

Penny entered and looked around at the bare room and noted the fresh, clean, tatami, and sparse traditional furniture. "Very nice" she said sincerely.

"Penny-san," said the Vice Captain. Penny turned to face her superior officer. He considered his words before he spoke "My farther is stern, but not unfeeling. He is traditional, but if you contribute he will value that contribution. Mixing with commoners is relatively new for us, but we are open to it." He nodded happy with his comments.

"I see" Penny said uncertain why he would say something so strange. Then something occurred to her "You did not go to the academy."

His eyes shifted away, his hand touched the back of his head and smiled gently. "Well, no. My…I…no. You were a student years ago, though, right? Before you were in the 8th squad?"

Penny nodded. She looked out her window and said "It's a shame you didn't go. It was a very positive experience for me." There was an awkward silence. Penny asked "What made you chuckle, sir? In our meeting just now?"

"I… wasn't laughing at you. I…I thought it showed your moxie" said Kuchiki.

She looked at him, confused. "Moxie, sir?"

He took a step forward eager to share his knowledge "Yes, a word from the living world. Gumption, courage… inner fire."

She smirked, the closest she came to a natural smile. It quickly faded and she said "I have plenty of that."

-  
Penny adjusted quickly to the disciplined group of the sixth squad. They were shaped a traditional hierarchical system, but Soujun's youth and focus on modernizing created a warm, friendly atmosphere. Penny's mix of qualities landed her in Soujun's missions frequently and they found they worked well together. She developed a softness in her heart for the young nobleman. She watched him smile and cajole and by observing him learned how to care for the soldiers in their squad, even if she retained her detached demeanor.

She learned when to hold the subordinates to the fire, and when to let things go. She saw what a simple "Thank you, good job!" could do to lift morale. She made what could be described as friends even though she always felt outside of what was happening. She didn't mind being different and everyone was glad to invite her along. She paid for rounds, her honest responses to their questions was entertaining, and if trouble followed them she was intimidating as hell. So much so that it cut trouble off at the pass.

Of course, it went unsaid that she would never pair off romantically. They all loved Penny as one of the guys, but her scars were too much to look past. Also, it did not make men feel so good about themselves knowing she could beat them up. During special occasions, the festivals, the dinners, the various formal occasions, Vice Captain Soujun always found her and at the very least sat next to her or stood by her side. The squad's little efforts to make sure she was not lonely was confusing to her at first but when she realized they did these things of their own volition, she relaxed and allowed herself to feel relaxed with them. She found she actually liked them.

Then one day Soujun got engaged, and quickly married.

She did not go to the wedding as she did not feel comfortable, like many others, at a noble event. She made her excuses saying she felt sick which was, in part, very true. She hated watching couples. It made her angry. She couldn't quite figure out why. Those feelings were that of a normal human and she still felt more like an animal. Romance did not appeal to her. She still felt like the naked feral creature that scared the ladies in the forest. She did not feel like she needed it, or that it would help her in any way.

The thought of her Vice Captain with a young beautiful lady, and the couple's finery and privilege made her furious. It brought tears to her eyes. She curled up on her shikibuton and cried. It was a different feeling than it was with Ukitake. She had much affection for Soujun, but she cried more because she would never have what they enjoyed. She could see more clearly how circumstances out of her control had stolen a life of ignorant bliss from her. She would never see the world as a safe place. She would never have the energy to pour into pretty things that merely entertained her.

She cried her tears, rested up, and bravely faced the coming days with the same courage and determination she always did. The coming days went on as they normally did. Drills, food, drinks, listening, watching, suppressing the animal inside.

Soon Soujun's first son was born. The family followed the ancient tradition of waiting a year before naming him. In the meantime, the clan had a series of celebrations and both the Captain and Vice Captain were in elevated moods for the weeks that followed.

The precious heir was not permitted to leave the family's estate for years so the squad would not get a glimpse. Penny's frustrations and pain were never seen by others, and by that point it was now common rumor that she was deeply in love with Ukitake, thanks to Shunsui's occasional but persistent teasing. Rumors spread like wildfire.

One day Penny was summoned to her Captain's office. She kneeled on the hard wood with her head bowed in respect. Captain Ginrei cleared his throat and said "It has come to my attention that some of your scars bring you discomfort. Am I correct, eighth seat?"

"At times, sir." _Am I being demoted? Do they think I am incapable?_ "They do not interfere with my work, Captain."

"No, no, they certainly do not" he agreed, shifting some forms on his desk. An awkward silence fell. She kept her head bowed, not looking upon the noble pair of officers.

She heard Soujun say "We would like to invite you to the Kuchiki estate. There are special hot springs in which you are welcome to try to sooth any discomfort."

Penny thought it is very odd and in fact her gut was screaming that there was something very wrong. So when the words "Thank you, Kuchiki-samas I accept" came out of her mouth she was never more horrified with herself. _Why did I just say that? _

Things were swiftly arranged. Penny felt on guard her entire first day. There was a tea house off in the mountains near a private Kuchiki onsen. The teahouse doubled as a guest house and was built around a large hot spring. The entire courtyard was a large pool of steaming healing water, most suited for softening skin and relieving inflammation in her joints. The first day came and went. The servants were very understanding, helpful, and managed to put her at ease.

The second day she took a hike in the woods and stretched her legs in the wild. She felt relieved to breath the crisp air and run wild through the trees, the tall bamboo shoots, and a field of flowers. She felt at home in the woods and among the messy grass and roots of the wilderness. The manicured lawns, managed gardens, and tidy pools of koi on the main estate were beautiful, but not for Penny. She was glad to be in the outskirts of the estate and away from the main house.

She decided to take a detour. Dressed in a soft mauve yukata, she walked herself back in the woods and followed the sound of running water. She found a large waterfall emptying into pool that emptied into a river. The rush of the water did not seem too strong and she thought it would even be pleasant in which to take a dip. She was on the edge of stripping down and skinny dipping in the pool when she sensed she was not alone. She had put her hand on the knot of her yukata but dropped it when she saw Soujun approaching with a congenial smile. She bowed deeply.

He laughed and said "It's okay, Penny-san. It's just us. No need for pretense."

Penny's danger sense was screaming at her, yet she did not leave. _It's fine_ she told herself.

He took a seat on a large boulder nearby. He looked down at the lake and said "I'm sorry if I have disturbed you. I come out here for the quiet sometimes."

"Not a problem, sir." She stood their awkwardly, uncertain of what to do.

She noted that he was wearing casual, albeit very fine kimono. A light powder blue that made his black hair even blacker. She noted he wasn't wearing his kenseikan and his thick shiny black hair slung down over his shoulders. He was wringing his hands a bit focused internally. "I never want to complain. My life is very privileged. I have almost anything a man could desire. Almost."

Penny nodded and said "More than most, that's true."

He looked at her, his brow knit, but he nodded.

_He is uncertain. I've seen this look on his face before. I can always read him like a book. _"Sir?"_ He wants to tell me something. He came out here to tell me something._

"Sorry Penny-san" He looked down at the water, a profound sadness taking over his countenance. He swallowed. "My wife…she…"

Penny waited patiently, a bit cool._ I should not be hearing this. Vice Captain's personal business is just that._

He hesitated and Penny could smell his fear.

"She isn't quite well…in the mind." He exhaled as if a huge weight had been lifted. "Our son seems well enough, but he is frail."

"He's an infant. Also, " Penny said with her signature frankness. "She's a noble woman. All of them are a bit disconnected from reality."

He chuckled and the smile was genuine. He nodded "Point taken. She is lovely in many ways, but not…stable. She is erratic and I" his face contorted at what Penny intimated as him going over a bad memory "fear for my son."

Penny shrugged "Nothing much I can do to help, sir. I'm sorry too as you so generously allow me…" Penny halted in her tracks both physically and mentally. _Obligation_. _What does he want from me? _Her stomach turned with anxiety. _He would have tried to hurt me already if that were the case. Killing the heir apparent of the Kuchiki clan in defense would not be good for anyone._

"Do you think less of me now?" he asked, shame slumping his shoulders.

"No sir!" she said cautiously.

"You are laconic, but you are honest" he chuckled. "And our squads smartest and" he spared her an up and down glance. "perhaps most powerful." He looked back to the rushing water and is slid down the narrowing winding path into the trees.

She was taken aback by his compliment and wondered if she was not covering her spirit power up enough. "Thank you, sir." _I don't feel it's time to show them what I have yet. _

He put his hand on his knee and looked out into the distance. "I know, Penny-san"

She said nothing.

"I know you are hiding your power. As does father." He looked over his shoulder at her and with a half smile said "You're quite shrewd."

Again she waited.

He turned to face her fully. "Powerful, analytical, and from any of those races back to the Seireitei after the Rukongai rounds we make, one of the fastest in our squad too." He smiled "Are you coming for my job Penny-san?"

She covered her mouth as she giggled. A strange wraspy sound that made him laugh even harder "I don't believe I've ever heard you laugh before."

"I do it once every century" she said, with the half-truth, half-joke.

"Analyzing all possibilities all the time, aren't you?" he said curious, an almost flirtatious curve to his lips. "Had you been born noble you would have made quite a lady. One who could lead her own house."

Penny did not like the comment, but he did not reveal her feelings. Her emotions were very contained.

"Well" he said with a sigh "I have intruded long enough".

They said their goodbyes and Penny continued her frolic, now with more on her mind than before. That evening she took to the onsen in the guest house courtyard and was greeted with a team of servants when she emerged from the onsen. She walked up the stone steps, water cascading over her scars. She noted most of the maids looked to the floor. Some to avoid looking at her and some out of respect. One approached with a yukata, but she held up her hand and flared the heat of her reiatsu and dried herself off. She then welcomed the fresh clean yukata to cover her lumpy misshapen body. The scars were more than lines. Many had not been treated and had become raised twisting her healthy flesh. In some areas making her appear uneven. She was ugly, she knew. She smirked though, as a team of Kuchiki maids pampered her over the next hour. They combed and oiled her hair to shine and perfumed her skin. She received a massage, and then a consultation with a Kuchiki noble doctor to ensure her overall health and wellness was on track.

The old doctor in elaborate white and violet robes of noble medicine stroked his long stringy grey beard. He told her he was very impressed with her health and appreciated her cooperation with the more personal parts of the exam. "Outside of some of the more obvious injuries that can easily be managed, you are one of the healthiest ladies I have ever had the honor to examine." He nodded in satisfaction, then left her to prepare for sleep.

Little did she know where the doctor was off to next.

Soujun and Ginrei sat in a room nearby, within a barrier of their own making to hide their presence. The doctor bowed to the noblemen and entered the barrier. "She is healthy. Very healthy. With the exception of her vocal chords, and the nerves in her face, all of the damage is simply skin deep."

The noblemen shared an anxious look. Soujun addressed the doctor while his father closed his eyes and retreated into the haven of his mind. "And…?" he asked, prompting the doctor.

"I do not have her star chart for matching details, but she is ripe for the taking my lord. Today, tomorrow, perhaps even the day after that. This is fortuitous timing."

Ginrei remarked "Also good fortune it will be as dark as can be. The new moon is tonight."

Soujun's anxiety was apparent, but he nodded. He ignored his father's comment and said "Thank you, doctor." He nodded at an advisor nearby who tossed a big bag of valuable coins onto the tatami in front of the doctor. "Thank you for your discretion, doctor."

The doctor nodded. "I assure you her defects are only skin deep" he said again. He stood to leave, and offered one more bite of information. "She is a remarkable lady, milord."

"Pray that you are right" said Ginrei. "This is a risky plan. Foolhardy if you ask me."

Soujun sighed and gazed into the brazier keeping their room warm. "Father…" Soujun said holding back his bitternes. "The mad woman you found for me killed my son. My son!" Soujun became overcome with grief. It crashed down on him like a tremendous ocean wave. "This is all happening to save face. To cover up everyone else's faults. I'm taking control here. I'm saving this family. She will bare a son worthy of our family name."

A few rooms away Penny drifted off to sleep. Her perfumed pillow gave her sweet dreams. Her eyes popped open with the sound of heavy embroidered clothing hitting the fresh tatami mats. She felt Sojun's presence in the darkness and she was transformed back into a powerless slave girl, chained in a hut. Her eyes welled up with tears but she did not let her tears fall. She helplessly retreated inside when she felt the blanket lift and the warmth of a nude man slip in next to her.

She was lost in a pool of bad memories. Then from the cold hut, with the dirt floor she heard her name. "Penny-san…"

A gentle stroke of her arm "Penny-san, are you alright?"

Penny realized there was no pain, there was no violence.

"Penny, do you need help?" whispered Soujun. She came back to her senses. "I'm not here to hurt you" he stroked her hair and cooed to her. She reminded herself of how kind and warm he had been and though she was afraid she had no real reason to be. Her pain was far away somehow. It was so long ago.

The feral child in her was just biting because she was afraid. _No need_ she thought. Penny looked up and could see nothing. It was a new moon and pitch black. She felt his lips on her check. "What is this?" he whispered gently, caressing her cheek. "No tears" He pushed strands of hair from her face and neatly tucked them back behind her ears. "Please don't cry. I won't hurt you. I promise."

She was hardly listening to him, but quieted her awful memories. _He doesn't know about those memories. It's okay. You are an adult, he has been kind, he has been gentle. He has cared for your experience. There may be alternative motives here, but for once, maybe you can enjoy this. A fairytale, just for tonight…_

She gave way to his affection and enjoyed the fairytale she was living in if only for a few days. She awoke contented the next morning, filled with peace and some confidence._ I had an experience here I never thought I would. I have more needs than just shelter and food. Affection isn't just a luxury. _She looked around at the beauty of her surroundings and felt a bit more open. She had let go of a fear she did not realize she had. _He kept his promise that he would not hurt me and was patient and so very gentle. _She understood now why people craved that closeness. She did not soak in the hot spring that day but walked about in field of wildflowers getting lost in her thoughts, watching bumble bees and smelling blossoms, even if they were a bit ragged.

That evening he came again, and the next day and evening played out in a similar schedule. She became more comfortable and enjoyed the closeness and pleasure enough the last night to learn why some ladies cried out in ecstasy.

Her visit came to an unceremonious end and she assumed that would be the end of her fairytale. They returned to regular life and drills until she realized she was pregnant. Penny was in a daze when she realized she was with child. _I'm not the mother type. What do I do? Do I tell him?_

She was leaning on the wall lost in thought in the barracks. She looked less grey than usual but did not have rosy cheeks. She was snapped out of her concerns when she sensed the calm presence of her Vice Captain. She looked up, their eyes met and Soujun knew. He finished chatting with his soldiers and they went on their way.

His voice was commanding "8th seat" he said.

"Yes, sir?" she felt caution.

"His eyes pointed to an open door to an archive room. She entered and he came in closing the new style door with doorknob and locked it behind them. He looked her in the eye and she allowed it, gazing deeply back into his. They both shifted on their feet back and forth waiting for one or the other to confirm their feelings on the matter.

He smiled and began to chuckle "You think…"

_This is not the reaction I would have expected from him. Why so full of joy?_ She only nodded in confirmation.

He embraced her, then got to his knees and whispered to her belly. "You are eagerly awaited" he said.

Penny touched his head and he squeezed her gently, reassuringly. He stood and said "I will care for him"

"…or her?" she replied.

Soujun looked concerned for a moment then nodded, a bit grim. "Yes, I will, but we must keep this secret for now."

He stood then gently but firmly gripped her arms and drew her to him. He whispered "Children of Kuchiki's are always targets" he whispered. "Wait alone in your room tonight. I will send a messenger to bring you somewhere secure. There are things you must know." He then let her go and walked, a bit slow, away leaving through the door.

"Slowpoke" she muttered. She found that while she was standing in an empty room she did not feel alone. She flash stepped away to her room to wait. The time came and a man clad in black came to collect her and bring her to a secret location. It was not a location on the Kuchiki estate, but rather, in a humble house made of reeds deep in Rukongai.

When she arrived she entered after the messenger and found only Soujun and Ginrei there. She knelt sensing humility was expected. She didn't feel threatened. She never felt threatened anymore. Her decision to experience those nights with Soujun destroyed the fear she had of sex. She knew now it could be good in more ways than one. Men couldn't hold that over her anymore.

Also, regarding spirit power, these two men knew she had more power than the two of them combined. They could not sense how much. But she could feel sense them to their core. She could hit a solid core when she looked at them.

"Penny-san" said Ginrei with the same detached manner with which he always treated her. His contempt was simmering under the surface. "We are going to ask for something quite large. Please know this is not ideal, but we have been pushed to our limits. The Kuchiki clan will be indebted to you."

_They want this baby. What has happened to their precious heir? _She thought of Soujun next to the lake and she remembered how his wife was not well. She put the pieces together that something was wrong with their son.

Soujun took a deep breath. "I mentioned the condition of my wife. In her madness she…she has…she has killed my son."

"That is why you said _boy_. You are hoping to replace the baby so none of this comes to light?" she asked, confirming her suspicions.

Ginrei immediately, but calmly confirmed saying "If it is a son we will raise him with all the privileges of a true noble. Not only with the security of our fortune, but education, training, support. Everything he would need or want."

She nodded having put the pieces together already. She thought about the nights Soujun came to her. The nights when the child must have been conceived. She said "And if it is a girl?"

Soujun said "I will gladly take her to be a ward in our home with similar benefits." He smiled at the thought. "If it's a girl I can't promise I won't spoil her with all the love I can muster."

She seemed to ignore Soujun's gushing. "Why me?" she asked.

The men shared a glance.

She continued "You planned this out ahead of time, why me? There was no real reason to invite me to the estate to heal. You just wanted me isolated to, erhm…romance me."

Ginrei sighed "Quite the sharp lady aren't you?" He shifted his hands into the arms of his simple, but high quality maroon haori. He was not in his uniform. She just waited for an answer. Ginrei grimaced revealing more than even he wanted to about the desperate situation. "You are skilled, smart, powerful. Spirit Power is at an all-time low among all the noble clans. You have all the qualities we need for an heir."

"And I'm disposable" she said frankly, still calm and unreadable. "I'm close enough to keep an eye on, but won't really be missed by anyone if I disappear. No family, only a few friends and acquaintances, and those said friends are under your direct command or are juniors to you." She thought outloud.

Soujun's eyes went wide and went straight to his father, pleading for an explanation. The look said he had not thought of disposing of Penny if need be, but Ginrei clearly had.

"And of course my face" she continued. "If the baby does not look like his father, there is no way anyone will look at me and say we are related."

Ginrei's expression was hidden behind his greying mustache but she thought she saw approval in his face. "We really have chosen the right woman. Impressive. This child will be very sharp indeed."

Having worked out all the eventualities Penny said "I assume that I will not be allowed contact and that he or she are to never know the truth?"

The men nodded.

"How do I know the baby will be safe from the Lady Kuchiki?" she asked already missing the child growing in her womb.

"This has already been…addressed" said Soujun with a quiet bitterness that surprised Penny.

That very night the Lady Kuchiki collapsed from a suspicious sudden fever. She rambled incoherently for three hours then took her own life.

Weeks later Penny sat in a restaurant, at a communal table, quietly focusing on her bowl of rice and vegetables. "Penny-chan" she heard.

She thought_ Well, I guess HE might notice I'm gone_ but also swallowed the groan that almost erupted upon hearing Shunsui's voice. "Shunsui…taicho" she said hoping to hide her irritation.

He sat down across from her with his bowl and a green tea. "It's been a while since we've spoken."

She nodded and focused on her food.

"You look…_healthy_…these days." The comment hung in the air. He said "Those Kuchiki doctors must know what they're doing."

She didn't react and only nodded. "That was helpful yes." _He knows. Dammit, he knows. _Another silence fell and Penny knew she had to look at him. She rested her chopsticks down on the rest, delicately in a lady like fashion and rested her hands on her lap. She looked at Shunsui and was surprised to see genuine concern.

"Penny-chan…if…if you ever need help…I _am_ here for you." His eyes were soulful and communicating genuine care.

The earnest comment made her reflexively angry, but she swallowed the feral reaction and allowed herself to feel the tenderness of his genuine offer. "Thank you" she said. "I would like to offer the same, but…you seem to be doing quite well. Congratulations on your captaincy."

Before she knew it they were in his new captain's quarters with the shades drawn, the flames of the sun blazing through rice paper doors. He tried his best to be a gentleman. The rooms were spacious, clean, smelled of his pleasant cologne, and was well stocked with his favorite, high quality, sake. Shunsui's family was wealthy and he had never wanted for any pleasure. He offered her a drink.

"No, it's fine. Thank you" she said. She stood with her hands clasped in front of her knowing what was about to happen.

He put the sake down. He shrugged and said "Whatever the lady prefers." He approached removing his hat. She watched him approach and gave none of her feelings away. "Probably best in light of…eh… your condition."

_Brave man to approach me like this_. He stood in front of her, put his large hands on her narrow shoulders and gently squeezed them. She felt herself relax and he then he used a single finger to lift her chin. He kissed her crooked mouth, and she accepted even though she was somewhat confused by the affection. She looked in his eyes. Her grey ones hiding her fire.

His face was close to hers and he looked her deep in the eye. "You're tough Penny, but I know you're more wild than tough."

She should not have been surprised by his insight, but she was nonetheless. She looked away, and he chuckled. He nuzzled her neck and whispered "I know you're not embarrassed, but don't worry, you're not in danger."

He rested his hands on the small of her back and on her hip. He embraced her and she did not resist. She felt sheltered by his broad chest and shoulders. Emotion welled up inside her. She thought about how he looked at her all those years ago at the academy. He was curious, but not morbidly so. He saw how she felt. He saw she was a little animal, but instead of cringing and telling her to change he encouraged her, he defended her, he cared about her. He saw the truth and did not turn away. There was a truth she was ignoring all those years.

As he muzzled her neck and took in the scent of her skin. "Where is that little girl, Nanao, and…"she swallowed "and-"

He whispered but his voice still managed to sound large and deep. "She is home for a few days, and _he_ is at his family home. Recovering, resting."

He sensed her hesitancy. "Penny" he cradled her face in his hands. "You know about him."

She did. She knew. Everyone knew. She nodded accepting that Ukitake would never love her. Not because she was ugly, but because she was a woman. She thought perhaps she held on to her affections for him because _she knew_ he preferred men to women. That way there was no room in her heart to be filled by someone who would reject her.

Shunsui held her close, then stroked her cheek. They sat on the floor and talked quietly. His hands wandered and his lips found sweet spots. She felt warm and comforted like she never had been. Soujun had been gentle, but Kyoraku was loving.

"Penny Penny Penny" he sang her name and said "I love you. I love you. I love you."

She only whispered "I'm sorry, I don't know how to do that…" She looked away embarrassed she didn't know how to respond.

Wise, but young, he said "You do" he said. "It's just in your own way." The depth of his voice was comforting and calming.

She allowed her feral child to emerge and she let Shunsui finally have his way.

Sometime later she sat up, gathered her clothing, took one last looking look at him, and left. Some how she knew it wouldn't really change things for them. He had always cared for her, he had always been there, and she knew he always would be. "'Till we meet again" she whispered.

Kyoraku was wrapped up in a sheet, and his hairy chest was rising and falling. He did not stir as she slipped out the door into the night.


	4. Byakuya

Months of coverup and quiet planning continued. When Penny could no longer hide her condition, she feigned illness and was sent to the onsen house to "recover" by the generous Kuchiki clan. She spent the remainder of the pregnancy there. She spent much of her time in the wild where she was most comfortable. She was looked after, she was cared for, well fed, and one day, late in the pregnancy, she insisted she go for a walk alone in the morning.

Her maids did not feel comfortable with this, but Penny was their temporary mistress and demanded she be allowed to go. They could not refuse. She was also a powerful accomplished Shinigami and smarter than the average Kuchiki security guard.

She had felt the pangs of birth that morning and kept them to herself. Instinct drew her out to nature. As the day progressed, they became more and more and more intense. It was late spring, and she found herself in a grove of Sakura trees, which were her favorite. The contractions were close together now. She continued to walk back and forth, leaning on the trees occasionally when the pain made her bend. She perspired more than she ever had and her hair was slick with sweat. She peeled off her outer layers of clothing and kept moving back and forth. She breathed deeply as she had through all the physical pain she had felt in life.

She was vulnerable, but very confident. When her body told her it was time she fell to one knee, cradling her large belly, and crawled to the foot of the most ancient tree in the grove and looked up. She was in a colonnade of sakura trees. The wind picked up again and again. She realized the wind was stronger than she had ever felt it. It was a windstorm and the gusts almost encouraging her to see this through. She sat down and leaned back on the wide trunk. The roots cradled her between contractions like the arms of Mother Nature. The sun had set.

She felt connected to nature, and to the unborn child and the connection contorted her face into a smile. The blossoms began to fall creating a storm of pink petals. She winced and groaned but did not wail. She was happy, and excited to meet the baby, even though she knew it would be the only time she would have with her baby before it was taken away. She didn't even know if it was a boy or girl.

The most intense contraction she had yet told her it was time. The wind blew fiercely again. She reached down and felt the source of her searing pain. She could feel the top of the baby's head. Surprised, she drew her hand away and steadied herself against the trunk of the tree. She dug deep, found inner strength, and pushed. The petals swirled in the air and she thought she would pass out but held on. She pushed again, this time screeching as the baby's shoulders made their way through. She fell back on the trunk of the tree, her head whirling, blossoms clouding her vision. _How much time has passed? _

She snapped back to reality and pushed the child one more time. Exhausted, she reached down, and pulled the child the rest of the way out, birthing the baby in a storm of a countless cherry blossoms.

She wept as she never had before and held the baby to her chest. She saw it was a boy. It was a bitter sweet moment. His hands were moving about and she stroked his tiny head, and tried to wipe away the blood that was smeared about his face. She did the unglamorous job of removing the mucuos from his airways as mother nature had taught her. There were some pink petals that were stuck to his black hair that she plucked away, amused. He sneezed and gurgled and while he did not cry his breathing was very good. He was very active and pink and seemed eager to use his limbs. The wind blew and howled. At the sound the baby let out a big sudden cry and she quickly comforted him, confident his lungs were strong.

He turned her head towards her chest and she realized he was already hungry and fed him. "I'm glad you know what to do" she said, her voice scratchy. "I certainly don't." He instinctively reached out for her nipple and she helped getting it to his mouth. She cried "How will I ever let you go…?" she heard herself say. She looked up at the sky and saw the moon had risen. "Byakuya" she whispered. "Maybe if I pass the name along to Soujun he will consider it. Their child had not been named yet."

She looked around and saw the night had fallen. The moon was full and wide and reflected pure white light all across the land. _Hungry little one, aren't you?_ She thought fighting off sleep. _When you are finished we will return. I'm sorry, little one. I love you so much, but you will have a wonderful life with the Kuchikis._ The baby finished eating and drifted off to sleep.

His tiny ribcage expanded and dipped while his little developing mind dreamed his first dreams. She pulled a small knife from her pocket and cut the cord. She took the last swig of water she had from her gourd and pulled her clothing back together. She used the remnants of her underclothing to try and create a makeshift sling to help carry the baby. She found a thick branch and used it to help her walk. She looked at the grove, the after birth left at the foot of the old tree, and then down at her child snuggled in the crook of her arm. "Let's go little one."

She walked, slowly at first, back through the woods, her eyes and ears more alert for predators than ever before in her life. She pulled together her spirit power and felt her body healing already. Movement became easier and she then took a few shunpu steps until she saw the border of the gardens near the onsen house. She stopped and heard her son gurgle with newborn joy. She looked down at him, secure in her arm, and knew it was one of the last moments she would have with him. She collected herself and refused to cry. If he had any memory of her she wanted it to be of her calm. "I hope I gave you the best of myself. I hope that pain never comes to you and I wish you nothing but joy. You taught me love tonight and I am forever better for it". She took her time in the white moonlight gazing at him and then the meticulous gardens indicative of the beautiful world her son would grow up in.

Finally, she knew she had to get the baby checked, inside, and safe. Covered in blood, and other fluids, with a healthy vibrant baby boy in her arms she emerged from the gardens towards the main house where she was staying. The maids spotted her quickly and rushed forward, terrified that the baby would become ill from the evening air.

An older maid came and gently brought her inside. The baby was taken away, cleaned, coddled, and fed by a noble wet nurse. She thought she would never hold him again.

In a room away from Penny an overjoyed Soujun and a relieved Ginrei looked on.

After a few days Penny returned to her squad. Before she left she had a moment with Soujun to request the child's name be Byakuya with kanji for white night. "It is a very appropriate and fine name and I will make sure it is considered" said Soujun.

Penny nodded, knowing that many factors went into naming a noble child. The date, time, signs, numbers, etc. "If it is not the best option, I won't be offended" she replied. _He will always be Byakuya to me._

Her spirit power once again allowed her body to heal rapidly and return to working order in exceptional time.

As the years passed, Soujun would occasionally pull her into the file room and give her updates on Byakuya's progress as an infant and child. In excited whispers he would say how healthy and vibrant the child was, how coordinated despite his age he was, and how bright his future looked. Eventually, the tutors praised Byakuya's keen intellect and his fiery temperament when training with his bokken.

It was bittersweet to hear about Byakuya. She was proud and happy but hurt deeply she could not be a part of his experiences. She also did not have the strength to tell Soujun to stop telling her. The updates eased her distraction and filled her heart.

Soujun and Penny were never again physically intimate, but they were bonded. They shared the pride of their son's accomplishments in secret, but their working relationship was very strong, and others noted the two were a great pair to have together on the battlefield. They had each other's back and held the squad together.

One day, Penny was not assigned to Soujun's detail. He died in battle that day. The news was a genuine shock. She heard a 4th squad member tell her, and her vision went white. She blinked away the shock, took a deep breath, and pushed the pain down into the depths of her soul. She fed it to the feral child inside her. _He wasn't strong enough._

Losing her closest friend was not the worst of it. Penny lost her partner and all connection to her son. She figured perhaps it was better that way. She would never know Byakuya and had to let go of the hope of ever having that connection again. The ordeal had been fascinating, but temporary. She knew she could not provide the boy with what he needed to reach his full potential.

She became less social finding no pleasure in interacting with people. She relied on the feral child within her to wake up each morning and continue going forward. Shunsui and Ukitake had both become so busy with their responsibilities, there was no one to chase after her and prod her back to normal life.

She sat alone in a small restaurant one day pushing noodles around in her bowl, her green tea steaming on the table next to her grey hand. She felt the heat rising up from her food onto her face but did not enjoy the feeling despite the cold snowy weather outside. Her thoughts were centered on her loss. She was losing the battle against grief. Her unconventional secret family was gone. She battled not falling into the deep void in her heart.

A familiar voice snapped her out of her depression but did not make her hungry. "Penny-chan!" said Kyoraku, settling in across from her along with Ukitake. Both wore their now familiar captain's cloaks. "I was looking for you" said Shunsui, flashing a more mature smile at her. He was now sporting stubble that had not been present when they first met.

"Oh?" she said, trying to find a layer of spirit power to fold over her aching heart. _I wouldn't mind some comfort, but not the type he is likely thinking of. _

"Ah, c'mon Penny-chan. We've been captains for a long time now" he chided, only joking.

She nodded and quite seriously said "Apologies, captains." She stood bowed and seated herself again.

Ukitake shot Kyoraku an irritated side glance, but he did not have to say anything to his old friend. "Penny-san" said Ukitake, "He wasn't serious. We are just here to check in with our friend" he smiled.

His warm comforting voice seared her tender heart. She thought it would give out. She hoped it would give out. _I didn't love Soujun, but we shared something intimate and beautiful._ Penny's face fell even _Soujun taught me so much about how to feel things. Good things._ further than it normally hung._ Why am I not allowed to grieve? _An embarrassing thought crossed her mind. _Does he know what Shunsui and I did?_ The thought quickly passed and she realized how insignificant all of it was in comparison to all that had happened in her life.

Shunsui and Jyushiro shared a very concerned glance. Shunsui spoke. "Sorry, Penny-chan. I know you're not a cheerful person, but we see you are hurting" he said very quietly so others would not overhear their conversation.

She nodded. "Thank you, captains."

Ukitake said "Perhaps we can go to Ugendo! It's finally finished and I would love to show it off to you both." He smiled, and Penny set her chopsticks down. "We could be more comfortable there. No need for titles. We can just be classmates again."

"She nodded and said "Yes, sir."

You have to promise though to not use titles when we are there" said Ukitake as they departed.

"Captain, it is still on the grounds. It is your barracks" she said finding some relief in their company. _They are familiar to me, grounding. These two always show up when I need help. Is this what friends really are?_

The men laughed, familiar with how Penny always sliced through to the truth, and they did not expect her to laugh and this made her comfortable.

They settled in at Ugendo with tea in a small room overlooking a large lake through moon shaped windows.

"So Penny-san, when you moved to a new division, why didn't you come to mine?" asked Kyoraku pouring himself a nip of his favorite sake then put his large hat aside

"Muguruma is fine" she replied not wanting to talk about the situation. "He had an appropriate opening. I went there. Let it go" she said.

Kyoraku pushed a bit more "But why move at all?"

She held his gaze a bit longer than necessary and realized, again _Damn it Kyoraku. You know something again. How? How are you this discerning!?_ "Soujun" she said with a nod, holding his gaze.

His eyes flicked away he pursed his lips and nodded.

Penny was surprised at this this reaction. _He was confirming who the father was. What I said hurt him...and I feel guilty. _

"Yare yare" said Shunsui. He nodded reacting to more than Ukitake knew. "Penny, I'm sorry. I know how close you two were."

Penny caught herself before she blurted out a protest. _He __**does**__ know._

Ukitake sipped his tea then said "Penny-san, we know grief is difficult and that it is hard to overcome the loss of an officer, but we can't run away every time a soldier goes down."

Penny looked at her tea, listening to the man whom she thought really had loved more deeply than any other. She could not say what was wrong, she could not explain the situation to these men who deserved the truth. She opened her mouth yet decided against saying anything and only sipped her tea. _I'll let them say their piece and pretend it helped._

As Ukitake continued, she began to think her own thoughts and tuned out the two men sharing their thoughts on grief. She thought _At some point Byakuya will join the squad. It's best if I left well before then. I hope I do not run into him. I hope above all that we do not cross paths. My heart will burst. I don't even know his face. _

"Penny-chan." Kyoraku coaxed Penny out of her own thoughts. She looked up at him then over to Ukitake and shook her head. "I'm sorry. I got lost in my thoughts."

Kyoraku grimaced and chuckled softly. "Don't get so lost we can't find you again, Penny-chan."

"This will just take time" her scratchy voice quacked. "That's all." She looked at her old comrades. The two men had grown more handsome with age. "Thank you, as always."

They finished their tea and decided not to interrogate her further. They knew she would never reveal anything she did not want to, and they were satisfied that she knew she could if she wanted to. They ended up having a good afternoon with a few laughs, a few drinks, and peace.

The Vice Captaincy of Squad 6 lay vacant for years. Eventually Ginrei brought on Byakuya as his vice captain, and Byakuya's reputation blossomed. No one had fear that he would not be able to shoulder the responsibilities of a captaincy. Everyone said he was made for it. When the old man finally passed away, Byakuya received the heirloom scarf and captain's cloak of the sixth squad.

Penny's heart did not ache over the old man's death, but acknowledged his life as well lived. She did find he had been fair with her, recognized her contributions to the squad, and always kept his word. Most importantly, he took care of Byakuya as though he were his own. Not out of obligation, but love.

One day Penny was standing outside her squad area on a line for an administrative license she was required to renew. She was triple checking her form while on the line when she heard others on the line start whispering. "That's him! That's the new captain Kuchiki!"

Her mind whirled. She wanted to look at him, she wanted so much to see the man her baby had grown into.

"He's so young. I wonder if he's ready" said someone else.

She couldn't resist and turned to look. At first she was jarred by his similarity to Soujun. It was like seeing a ghost. He saw her baby at a distance across a wide plaza in the Seireitei being congratulated on his recent promotion. Her heart stopped for a full three seconds. _He looks so much like Soujun_. A teenage Soujun. She thought and stopped herself before she was seen staring. _So handsome! My son, the captain, is so handsome! _Her face twisted in a strange smile and then she began to panic.

The new captain began to walk towards her. She bowed deeply until he passed by, memorizing every nook and cranny of his mammoth spiritual signature. She was overwhelmed by emotions that had been in check every day since he had been born. Suddenly he was in front of her again and it was crushing to her to see the time she had missed manifest in his physical growth.

And boy had he grown. _His power is amazing. Young, not mature yet, but all the potential is staggering. He is staggering! _She thought. Her pain was replaced with pride. _Thank you, Soujun. Thank you Ginrei. Thank you for helping him. For molding him into this young man!_

Then a young man said "Hey, Penny-san, you knew the previous Kuchiki officers, didn't you?" She was still bowing deeply. Her stomach turned, but she did not flinch. She saw the white socked feet of the new young captain turn her way. He took a few steps towards her.

"What seat did you hold? He asked. He also said "At ease" so she could stand straight.

_A very reasonable question._ She slowly stood straight keeping her chin pinned to her chest. She didn't want him to see her face. For the first time in her life she felt true shame about her appearance. _If it ever got out I was his mother. He would most certainly be ashamed that I have this ugly face._ "8th seat, sir."

She glanced up and braved a look at his face. He was already taller than her. She was further stunned to see his eyes. Her own eyes in color looking back at her. He blinked, but otherwise seemed unphased by her grotesque face. She cast her eyes down a mix of exhilaration and sorrow mixing in her belly. "It was a pleasure to serve under your father and grandfather."

"I see" he kept his eyes on her and said "If you worked with both my father and grandfather you are most welcome back to the sixth squad should the occasion ever arise."

She bowed in genuine thanks. "Thank you very much, sir, and congratulations."

He nodded in acceptance, said "Eighth seat, Penny-san" and with that he turned and continued on his way with his retinue. She watched the as the group walked away. A mix of Shinigami, and Kuchiki officials. One of the women, a elderly servant of some kind, looked back at Penny before moving on.

Penny glared at the young boy who mentioned her connection to the squad but caught herself. She closed her eyes, softened her face, and nodded at him in thanks. At first afraid, the boy relaxed.

_My baby knows I'm alive. He knows my name and that I'm alive!_ He may not know who I am, but he knows I am alive. She finished her paperwork, flashed back to her private room and danced. She had never before felt such happiness at a thought.

Years later, Old Yamamoto hammered his knarled cane on the floor and called his captain's meeting to attention. He was old and wizened. His long white beard was freshly wrapped in violet ribbons by the barber that morning. "There has been a string of strange and dangerous disturbances taking place on the outskirts of Rukongai. We suspect they are remnants of Aizen's experiments and as such are not something that can be handled by just any Shinigami troupe. I need to send some of you on reconnaissance. Select two of your most suited Shinigami officers and head out to the coordinates provided.

"I will send messengers to each of your offices with the necessary information. You will be paired into groups of two squads each. Remember that the highest level of spirit power is not always the best measure of suitability for every mission. The individuals you need to select have to be adaptable, intelligent, and skilled. I leave it to you."

Each captain selected their soldiers and headed to the rendezvous points they were assigned to. Penny was selected by Vice Captain Shuuhei Hisagi who was acting head, but not captain. He recognized her skill and intellect and valued her long history and experience with the Gotei 13. Hisagi, along with another young man who was a seated officer in the 9th squad arrived on time. They promptly met up with the 6th squad, Kuchiki-taicho and two of his subordinates. He had decided to leave Renji back at the offices to ensure smooth running while he was away.

Penny was not expecting this turn of events and felt a bit tense seeing her son now older, wiser, and having learned a few hard life lessons since their last encounter. He was maturing beautifully and she was in awe that this man was the same as that helpless gurgling infant she held in her arms centuries earlier. The group split up to cover more ground, and after some back and forth about how best to divide up the group Hisagi and Kuchiki decided Penny would go with Kuchiki., Hisgai would take one of Kuchiki's two and the other two, lower ranking Shinigami would head in a different direction.

As Penny and Kuchiki walked onward, Byakuya sent her a sidelong glance. "It has been a long time, Penny-san." He eyed her then focused again on his path and the forest around them.

_This kid is quite serious. Even Ginrei had a softer side and more humor_. She thought of Soujun at a similar age. _How many years have passed us by?... _She was flattered he remembered her, but at the same time she knew her face was hard to forget. "Yes, sir. It has."

Penny was snapped out if her thoughts. She felt people nearby and looked over her shoulder.

"There are no Hollows out this direction" he said.

"I know…" she said distracted, her eyes not leaving the tree line. "There are people here…" _I know that presence. I know who that is…I am so powerful now, why am I so afraid? You are a grown woman, you can dust this son of a bitch now. You couldn't back then…_

Byakuya watched this weird woman. His thoughts a mystery to any on lookers. He took a step closer to her and looked where she was looking. "People in the trees?" he said quietly. Sensing they were hostile he called out to them. "We know you are there. Show yourselves." His voice carried a great deal of natural authority. It was second nature to him after years of growing up in his noble household.

The bushes rustled and four men emerged. Byakuya felt Penny tense at the sight of one of the men. He noted she went perfectly still, like a prey animal that sensed its stalker.

All four of them were normal human souls. They were rough around the edges and wore simple clothing of peasants of the area. Byakuya's mind had a myriad of paths to go down, but he decided to simply wait and see what she saw in them that he did not.

"Well I'll be…" said the man in front. He was several centimeters taller than the three others. They all had short scruffy black brown hair cut blunt by dull blades. They were a bit dirty and their scent told Byakuya they had not bathed in some time. The man in front eyed Penny with amusement as though she were not a powerful Shinigami, but some monkey dressed as one. "Is that who I think it is?" The men all laugh heartily, as if they were old friends with the seated officer. Her stone cold demeanor was a sign that they were in fact _not_ old friends.

Byakuya realized Penny did not have the look of a scared animal, but that of a predator with prey in its sight.

Penny calmly, and with dignity said "Move along. There is something out here we are tracking. It is quite dangerous and part of this mission is to secure the area."_ Stay calm she told herself. If you kill them it would be murder and you would be sent away. Far away from your baby. _

The leader of the pack strolled up, with too much swagger to be polite. Byakuya felt tension and an actual physical heat coming from Penny's reiatsu. Byakuya's grey eyes slid back and forth between them. He knew there was more to this woman than met the eye. He could sense her cool controlled anger.

The leader said "You that little thing I bought off Pinto." He put his hands on his hips and said "I recognize my own handiwork. I thought you died! Guess you crawled out of that garbage heap, eh?" he laughed.

Byakuya saw that this was part of Penny's personal history, and did not want to interfere, however, the insult to the Gotei 13 was not to be tolerated. He none too subtlety rested his hand on the hilt of his zanpaktuou. The clank got the man's attention, and he chuckled. "Don't worry there, young sir, my Lord, I ain't here to take your slave. I just hope you did not pay too much for her." Byakuya was not amused, and the other men laughed. Lucky for them he saw they were too weak to waste their energy on.

"Welp, I guess we'll be on our way" said the filthy peasant. He winked at Penny as the men took the advice of the Shinigami and walked away, leaving the area.

Byakuya watched the men wander back off into the trees and he glanced at Penny who was back to the role of random subordinate assigned to him that day. She looked to him for orders. They continued on their way, both quiet, both exuding natural power, dignity, and grace.

Byakuya did not question anything any further and Penny continued to note all the little details about her son that she could. She was so proud of everything he was and did._ He would be further shamed to know his mother was a slave. I'm so glad he doesn't know who I am. The shame in his circle would be intolerable. _She knew he would develop a certain arrogance by the nature of his role in life, but she could hardly hold it against him.

Quite suddenly snow began to fall in large gentle flakes. Penny looked up at the grey sky and knew it would be a bad storm. It occurred to her that it happened so fast it did not appear to be of natural origin. "This is unnatural. There's something very very wrong here." Penny knew nature and the natural rhythm of weather even in the distorted and unusual circumstances of Soul Society.

The captain and 8th seat both wordlessly agreed to head back and began to walk back towards the rendezvous point. The sky began to cloud over very rapidly and Penny was suspicious. Byakuya too turned and looked at the clouds.

Penny could smell the cold air rushing in from nowhere and said "This is not from an ice zanpaktuou. Those are real snow clouds. This is weird. It's not time for this weather."

The reticent captain only nodded in agreement.

A Jigokuchō flitted down from the sky and Byakuya gracefully extended a hand and the insect messenger landed gently on his extended finger then transmitted a message just for the captain. Penny waited patiently and her sullen eyes watched it fly off.

Byakuya released the messenger insect and looked at Penny. He said "You were correct. Those clouds are an unnatural storm. A result of one of the creatures we are searching for. We have all been ordered to find shelter immediately and await further orders until the Department of Technology can gather more information."

Penny looked around and saw a cliff face off in the distance. She pointed "How about there? If there are no caves there will still be overhangs. That should provide some shelter from wind and maybe snow."

The two accomplished flash steppers arrived at the base of the cliff and looked up. If Byakuya was impressed with her speed and how effortlessly she kept up with him, he said nothing. He spied a clothed skeleton off to their right but said nothing. He shifted his gaze over to Penny who was looking dispassionately at the same pile of bones and cloth. "He must have died trying to climb" she said. She looked up and pointed to a broken rope. "Sad for him, but maybe good for us-"

A thunderclap loud and forceful enough to make both seasoned Shinigami flinch cracked overhead. The two looked at each other and began to flash step upwards towards the top of the cliff face to investigate.

Another clap of thunder rocked the sky but the two did not flinch this time. However, a wayward bolt of lightning hit nearby and in an instant Kuchiki was falling. The scent of burning fabric wafted up to Penny and she could hardly believe what had happened. Penny looked back at the captain whose stunned body was frozen from being hit with lightning. His eyes were wide and his pupils were small.

He appeared to be falling backwards in slow motion, frozen in pain or fear, she couldn't tell. There was a deafening ringing in her ears and could hear nothing of any use. Despite this, she immediately reacted. She grabbed Kuchiki's obi just in time. He slunk loose in her grip as his body shook with pure shock.

She unfurled a layer of her power, momentarily tapping into her vast pool of reiatsu. Without much effort she leapt upward bounding only once on the sheer cliff face then to the top of the cliff.

Byakuya felt himself moving through the air but could not orient himself. He sensed someone or thing had grabbed him and gently rested him onto a solid surface. He could not hear the world around him, only the same ringing that affected Penny. He clung to consciousness, but just barely. He could sense Penny's reiatsu but was surprised that it was so much more vibrant and richer like a deftly woven tapestry rather than the grey and flat version he had previously noticed.

Penny gently set down the captain on a cloud of reiatsu and saw a wide entrance to an abandoned home. She felt the wind pick up and snow and ice stung her face. She picked up the captain from under his arms and dragged him into the cave. She rested him down away from the wide opening of the cave. She turned around and realized she was right about the bones.

The cave was shallow but was well enough appointed with day to day living needs. Facing the back there was a hearth carved in the right-hand wall, shelves with baskets beyond that, and the sound of trickling water coming from a dark corner in the back.

Penny looked at Byakuya and saw his eyes wide open, staring off into space. _He must be in shock_ she surmised as she watched him shake and shiver.

_I have to take care of him first. _While she wanted nothing more than to grip him to her chest and cry, she knew she had to care for him. She took a deep breath and rushed to work. She knelt next to him and found where he had been hit. _Right on the hip_. His swords were steaming from the zap of lightning.

She knelt at his injured side and gingerly peeled his zanpaktuou from his hip, literally. The fabric from his hilt had melted onto his skin. The pain must have been too much and Byakuya passed out without a sound.

She could tell he was still alive, and was relieved he wouldn't be feeling the unbelievable pain he had been suffering. The scent of the burns was alarming to her, but her face could not express her anxieties and she was grateful. She gingerly peeled the sword away and used her knowledge of the healing arts to numb the area completely. It was a technique Unohana had taught her many moons ago. It was an advanced technique and took a great deal of personal reishi sacrifice, but it would heal the worst of wounds. Penny poured everything she had into healing him.

_I can't let the head of a noble house hobble around like an invalid. My son deserves the best quality of life I can provide_. She gave more of herself to him.

She saw his ears were bleeding. Her hearing was starting to return to normal thanks to her deep wells of spirit power. She heeled like the Kenpachi. The original Kenpachi. She kept one hand on his hip, and shuffled up his side on her knees and extended a hand upward toward his forehead where she could send the healing energies to both ears. She visualized the fibers of his reishi mending, seamlessly as if there was no trauma, as if there was never a hint of disfunction.

She thought back to when she woke up after the boys at the academy had attacked her. Unohana was healing her leg, to a degree. She did an amazing job and Penny watched her hand as it hovered over the wound. She could still remember the itching as the fibers of her spirit were mended back together. Unohana sensed, with that eerie sixth sense, that she was being watched._ "You would be very good at the healing arts, Penny-san."_

Penny did not flinch and just asked "_Why do you say that, Yachiru-dono?_"

"_Unohana, please Penny-san."_

Penny nodded _"I'm sorry, Unohana-dono."_

"_You know pain, Penny. You need to know pain in order to recognize the wounds within reishi."_

Penny nodded again. She observed pain in Unohana. Her eyes flicked to the braid she now wore in front of her chest. And back to her own leg. _"I see." _

Penny could indeed sense pain hidden in people. Usually she saw it in their eyes but in the case of physical ailments she could visualize the injury, old or new, in her mind. The afternoon Unohana did her best to heal Penny, it all clicked in her mind. Penny could see how someone hurt, where they were weak, and now what their injuries were. She had always had the ability, but now she realized what kind of power it was. _"It really is extraordinary, Unohana-dono, that you have chosen this path." _Unohana, surprised by this statement looked up at Penny's face. Penny said _"We would all be helpless against you, otherwise."_

The eerie sly smile of Yachiru bled through for a moment and she said _"Yes, Penny-chan, but someone needs to be around to stop the likes of you once you're done with this growing phase."_

The two souls saw each other for what they were immediately and while they were cordial and helpful to each other they knew what they were. They recognized what they both were. Their recognition of what the other was turned into a fascination. This fascination appeared like a comradery to the others, but in reality they both understood what they were: feral creatures maneuvering through an ever more civilized environment. Penny knew Unohana only learned to heal so she could fight longer. The increasing orderliness hedged in their simple desires and they understood the need to adjust to survive.

Back in the present Byakuya stopped shuddering, focused his eyes and looked at the 8th seat Shinigami, glowing with effort. He was warmed and healed in ways he never thought possible and saw quite suddenly that Penny was not who she was pretending to be.

Penny felt his eyes on her and she ceased. She knew she was done. She had healed more than just his hip and ears. There was a lot of darkness inside she had not anticipated, a gloom she had to fight off while healing his reishi.. She had quashed what she could and released it. His heart was tender still, but there was now more light where there had been only darkness.

His eyes fluttered open, as if from a deep sleep. She sat back on her heels, exhaled from her efforts, then looked over towards the hearth. She wordlessly stood and decided to try and find something edible. She stood and walked over to check out the food stored there.

Byakuya was going to address her hidden talent as he sat up, but found that while he was clearly healthier, he was exhausted. She had her back to him, obscuring his view of what she was doing. She said to him. "You may have been healed, but you still need rest." Suddenly a hearty fire came to life in the hearth. "Your body also needs energy, it needs fuel for the fire. I'll make something" she said, her voice gravelly.

He accepted this and managed to lay himself down again. He found his eye lids were heavy as he gazed upward at the ceiling. He quickly fell asleep.

When Penny heard Byakuya's breathing as he fell deeper into sleep. She looked over her shoulder at him and could not resist going to his side. She let her eyes gaze down at her grown son and resisted the urge to stroke his hair silky black hair. She felt such frustration and sadness at not being able to comfort him. That time had passed for them. She could only gaze at him from afar. They had never developed nightly routines where she put him to bed. She never nursed him while he was sick. She could not sing him anything, nor tell him his favorite stories. She never learned songs nor stories as a child.

_No reason to waste the little precious time I have with him on being sad_. She focused on him and on his features. _I wonder what of me is in him. He's well known for being the fastest. Many say you're very smart as well. _She saw a small pillow nearby and decided she could do him that simple favor. _I wish I could shout from the mountain tops how proud of you I am. I know I could not have given you this life._ Her mouth turned into the strange half smile that her face could manage. She went back to finding food and cleaning the abandoned home. _I know it was right to give you to the Kuchiki's, but I do wish I could have done more for you as a mother. Though, to be fair, I don't know how to do that at all. _

Byakuya's eyes fluttered open as she touched his head. He heard her scratchy voice "Captain, please forgive me for disturbing you." She slipped a soft pillow under his head and he tried to look around again and reacquaint himself with his surroundings, but he was too tired. He fell asleep again.

Later he opened his eyes and looked over at the entrance and was surprised to see her shaping the rock to form a wall. She swayed her hands overhead to draw it down and molded it with graceful motions with her arms and legs. It was a surreal scene. A blizzard was obviously swirling like mad in the moonlight outside, but when the snow hit the heat emanating from her it dispelled into steam creating a surreal otherworldly fantastical scene. The cool moonlight contrasting with the molten fire from her body made it quite a spectacle. It was as if she was dancing, swirling her hands around in a netherworld. The light and the steam and the sheer fantastical nature of what had to be her shikai was beautiful. This withered broken creature who accompanied him on this mission was beautiful.

And practical. He found himself laying on a humble straw mat, but felt warmth coming from underneath. The ground underneath had been heated and kept him warm while he rested. She finished shaping a wall to keep the worst of the wind out and shook her hands, then dusted them off each other as if she had just finished some gardening.

His eyes followed her as she walked over to the hearth where he saw a steaming pot. She pulled a bowl off one of the shelves and she checked it in the fire light for dust. She rinsed it out with some melted snow and spooned some stew she had made into the bowl. "Hungry?" she asked in that strange gurgling voice.

"Yes" he managed.

"Sorry, Taicho" she said as she brought the bowl and a spoon to his side. "I didn't mean to wake you, before, but when I found the pillow…" _You changed me. I've never wanted to care for another person so much. _

He wanted to say something but found his throat so dry he could not speak. She saw and nodded observing the micro-expressions on his face that her own could not make. She rushed over to the pot, and from the kettle next to it poured water into a cup. She returned "I'm sorry, there seems to be no tea. Also, the water is just warm, not quite hot yet."

He felt stronger, and enough so to sit up, resting on the cold hard rock behind him. He looked down and saw the blanket he was under was actually his captain's cloak. He eyed the large hole with scorched edges. The warm cup appeared, and he nodded in acceptance. He took the cup from her two hands and as he brought it to his lips, he noted how gracefully she sat at his side. It was another juxtaposition he was surprised by and it was fascinating to him.

"Thank you" he said after he finished the water. Penny took the cup from his hands with both of hers, and placed it gently on a tray next to her. She picked up a bowl of the stew she made and handed it to him. She did so with specific gestures of gentle grace he recalled as an ancient form of aristocratic etiquette he had seen in his aunties.

Some of his earliest childhood memories were of peering through worn holes in the rice paper screens at these middle-aged women as they sat around in layered kimono appearing like piles of silks as their laughter twittered through the spring air. Their faces were powdered a stark white and their eyebrows were little fluffy clouds. They held their fans over their faces covering up their little cherry lips, and lounged around, practicing their poetry and sophisticated koto playing.

His aunties, his grandfather's sisters, often secluded themselves away from the troubles of the world and he would try to see their secrets through the cuts and rips in the rice paper. But more often than not they would catch him and bring him into their apartments to teach him about the ancient arts: music, calligraphy, food, and a variety of other aristocratic pleasures. He was proud of this knowledge and it helped him effortlessly move about in noble circles. He also found much comfort in those memories. He loved how they moved so as to make everything beautiful and graceful.

Penny dutifully took the empty bowl and before she moved back to the hearth, she put her palm on the dirt floor. Byakuya felt a pleasing warmth come from under him and was again reminded of her abilities.

She settled back at the hearth and cleaned out the dishes. "The person who lived here had a lot of dried goods. They were prepared for the winter" she said.

"Your zanpaktuou is one of fire?" he asked.

She shrugged and said "Somewhat" she said evading the true answer. "Please, Taicho, rest up and we can head back tomorrow morning." She was glad he simply nodded and listened to her advice._ As much as I would love to talk all night and learn about you and tell you all the good things in my life, I should not allow myself this. It is too dangerous for you to know who I am. I don't want to jeopardize anything you currently have. _

The pair packed up the next morning and left the cave, through a snowy winterland, for the Seireitei. They both flashed back to the Seiretei and Penny headed back to her most recent squad to report their experiences.

Byakuya returned and attended an emergency captain's meeting. The 10 captains folded into the room and it was revealed the source of the off season she storm was indeed a strange breed of hollow that was left behind by Aizen and his crew of betrayers. They had tried to create a hollow Shinigami hybrid to create the perfect powerful warrior. The department of technology had purified the creature, but it was still alarming as it only hinted at the strange things still lurking in the Soul Society.

These creatures were a twisted combination of demons somehow extracted from hell and combined with hollows. Aizen had recently been contained and sentenced to isolation, but Soul Society continued to find loose ends left over from Aizen's Rebellion that they needed to clean up.

Penny learned from Hisagi about the fuller picture of what they had experienced the day before, and Byakuya silently absorbed the report from the Captains meeting.

Neither of them focused squarely on the information provided, but about the experiences they just had.


	5. Squad 11 Captain

Shortly after the end of the Quincy Blood War Penny looked at a map of the cemetery and looked at the freshly marked spots on the map for the corresponding kanji and number. She made her way to Ukitake's memorial. She found Kyoraku sitting under the pagota with Ukitake's fresh grave, a bottle of sake on the bench next to him. The headstone had not yet been placed on the patch of land. She looked around at all the freshly dug up rectangles of dirt and felt a strange sense of loss. She had lived a rough life, but had learned how to care about people since first joining the dojo. Ukitake was the first person she truly cared about and now he was dead. She had cared about Soujun, and he died too. _Is this what everyone else feels? Why do they continue to go out and build relationships if people just leave or die in the end?_

Penny felt a flood of rage, and fear, and sadness. Her instincts wanted to kill. Her hand was already resting, as usual, on the hilt of her zanpakuto, but now she gripped the handle, rattling the scabbard just slightly. Killing had helped her in the past, but her mind took control. She took a deep breath, her hand dropped to her side, she cooled off, and approached.

Kyoraku looked up at her with his good eye. "Penny-chan" he said with a damped enthusiasm. "The gang's all here" he said to Ukitake's fresh rectangle of dirt.

Instead of sitting across from Shunsui under the pagota she sat down next to him. He wasn't drunk, but he clearly wished he was. She had never seen him so sad. "I'm sad" was all she could manage. "I have a lot of anger, but the sadness keeps me from killing people."

"There's been enough death" he said somberly.

She nodded and slumped over, leaning on his shoulder. She wanted to tell him everything. "Shunsui…" so many words and feelings and thoughts came flooding forth she was speechless.

"Yes, Penny-chan?" he dared place an arm around her, his deep voice soft and comforting.

She choked up, her face screwing up. His hand squeezed her little shoulder. "No need to hold it all in Penny-chan. You're my little wild child, but you are a living feeling soul."

She kept thinking about her son and what had happened to Byakuya. She was so afraid he would not heal, that he would not come back, that he would have been left as a shredded pile of flesh, blood, and organs. "I had a child" she whispered.

She felt him rest his chin on her head. "I know" he said, gently. "Did your child make it through the conflict?"

She nodded "Yes, barely" she whispered. The conflict to keep the long-held secret but also to relieve herself of a burden.

"Good" he whispered. "I'm so glad" and he squeezed her again, just enough so she knew he was genuine.

"Thanks" she said. She looked at the stone and said "I didn't know Ukitake had…that thing inside him. Did you?"

"I knew about Mimihagi as much as I know about your child. I knew something existed, but I didn't know exactly what."

"My baby…my baby is a boy" she shared reliving the images of what was left of Byakuya after his first battle with As Nodt. She had been perched on a pile of rubble miles away but felt his spirit force dwindle. Her heart clenched still for a few excruciating moments. She had pulled a few Shinigami out of a pile of rubble, but instead of listening to their thanks she flash-stepped off to the only person who she knew could help.

_Penny made her way through the buildings of the fourth squad. She landed in the door of where Unohana stood wearing her captain's cloak, staring out the window. "Please go. There is someone who needs your help" said Penny, leaving her pride behind as she entered the room. _

"_There are many that need me" she replied not turning. _

"_It's a captain…" said Penny, her mind desperately searching for something to move this woman. She knew Unohana was adhering to her orders, but she also knew she was a wild card. She didn't break rules because she had broken so many before she took her new name. _

"_Yachiru" snapped Penny. This made Unohana flinch. Penny walked up closer to the captain and whisphered in her ear "My son! Don't let him die." Penny put her hand on Unohana's shoulder and her voice trembled with raw emotion "If you let him bleed out like this I will burn you alive. I will not let you die. Just suffer." Penny backed off and said "I will help. I will give what I can of my reiatsu and what you've taught me, but I need you. There's no one else who can do this."_

_Unohana finished contemplating what eternal burning would be like and turned to look at her old comrade. "Your son?" she questioned. _

_Before she knew it the two women leapt out the window and towards where Byakuya lay in the rain in a pool of blood and gore. Penny stood at Byakuya's head and Unohana at his feet. She looked at Penny in shock "Your son?" she mouthed, too uncertain to sound out the words. _

_Penny nodded. "I'll tell you the story some other time. Let's get to work." _

_The two women kneeled and performed a near miracle piecing back together the young captain. Unohana knew Penny wasn't lying. She could feel the similarity in their reiatsu as she mended the fibers back together. She also realized if Penny's eyes were even, and healthy they would look remarkably like Byakuya's. Unohana smirked as she put the pieces together. The glow of their hands lit their faces and Penny was amused by her comrade's facial expression, but the nerves in her face did not reveal the minor levity she found in the moment. _

_They both became exhausted and depleted. They could do no more. They managed to stand in the pouring rain and look at each other. "Thank you" said Penny. _

"_He is much like you" she said. There was something in her voice that was friendly. A congratulations of sorts. _

"_Thank you" said Penny. Her half smile spreading across her face. "I owe you big time" she said. _

"_No" said Unohana. "I was glad to help." _

_After the long millennia they had finally become friends, not just comrades in the fight to assimilate in a civilized society. There was something very final in their exchange that Penny felt. A closed chapter. _

_Unohana called medics to the area and the two women left walking off in different directions._

Penny looked at Ukitake's headstone and stood. "I have to go now."

Kyoraku looked up at her and nodded. His sad expression unmasked. He said "Alright, well, I will be here with our friend" and held a cup of his sake high to the tombstone.

Penny nodded and over her shoulder said "Don't stay too long" as she walked off.

Kyoraku mumbled to himself "I'm sure Nanao-chan will be along to collect me."

Penny nodded, glad to hear the young woman also survived. _But then again, Shunsui would never allow anything to happen to her. _

More than a decade after the Quincy Blood War Penny sat in a freshly constructed wooden window frame. She wore her familiar shihakushou, and hugged one knee, while she allowed the other to dangle out the fourth story window. She looked out at the horizon and the sun seemed impossibly large. It filled the sky with an orange swirl of light. _Soujun called that color creamsicle_ she thought in passing. The Seireitei was well on its way to reclaiming its familiar skyline after the 1,000 Year Blood War had destroyed it. 14 years had passed since the war and the way the Gotei 13 worked had changed as well. They had lost many good people.

Penny had almost lost her son. When she felt the waning spirit power of the young captain, she could not rush to his side, nor kiss his forehead. She avoided where they were keeping him during his recovery, and for the first time in her life she prayed. She did not know if the Spirit King would hear her, but she had no one in life to ask for help without revealing her secret. Rumors persisted, and she was uncertain if the Spirit King himself had been slain or not. She silently pleaded to him regardless, amplifying her thoughts to him with her spirit power asking to spare Byakuya's life. There was unfinished business. He was to live his life and die an old man like his grandfather, not abruptly and young like his father. She sat watching the sunset and thought _I promised you oh Spirit King that if he survived, I would not waste the gifts you have blessed me with. _

Ukitake and his pacifist nature came to mind and the loss was still a deafening cry in her heart. _He's no longer here. No reason I need to hide the animal inside me. _She glanced at one of her few possessions: An informal class photo from the academy framed and hung on her wall next to a hook where she kept an old, but finely made combat haori. Her eyes gazed on the youthful faces of her classmates, and the pride reflected in her sensei. Ukitake, Yamamoto, Unohana. She saw Shunsui with shorter hair, but a familiar smirk. He wore an expression that communicated that he knew she would someday be looking at the photo as a much older woman. She grimaced, reluctantly acknowledging how important he was to her even still. _Shunsui, you may not like what is about to happen, but maybe it's time you really understood what your little wild child is. I am not a pet. I am a wild animal. _

There were hooks over the photo meant for her zanpakuto if she ever chose to remove it from her hip. The hooks were shiny and new and would never likely display her sword. Her zanpaktuou was no longer like the others. It was part of her now, and she part of it, literally. When she gripped the hilt its power took over her limbs, and flowed out from inside her. It was a conduit of her power. The fiery magma and intense heat was a tool she could use directly without the blade. She knew someday the blade itself may disappear and her power would be in her own two hands. She saw it happen with Yamamoto and she saw it happen with Aizen. She did not have expectations on how it would happen to her, but she knew it was a sign that she was more powerful than anyone suspected. Especially, and including, her next target.

_It's time. _

Penny had her zanpaktuou at her hip as she dropped lightly, silently four stories to the ground from her window. She made a great leap with flash stepped to the closest main road. She managed to drop down in a relatively empty street.

Off in the distance behind her Kyoraku Shunsui, now the Captain-Commander, felt the great swell in her energy and watched her land in the street. Though it was far off in the distance from where he stood, he knew it was her and he understood what was happening.

He had been walking with his vice-captain, Ise Nanao and she inquired as to why they stopped. "Soutaicho?" she tapped the bridge of her glasses on her nose. She looked up at Kyoraku who gazed off into the distance with a bit of sadness in his one uncovered eye.

"Nanao-chan?" he said, eyes still off focused impossibly far at the Shinigami in the distance.

"Y-yes sir?"

"I was hoping to live out my tenure without another unnatural death amongst the captains, but it seems I will not have that opportunity. We will need a new cloak."

Nanao's eyes went wide and she did not doubt her Commander had his moments of foresight. She then felt a wave of spirit power from the tiny Shinigami off in the distance and she understood what was about to happen as well. _Best to confirm_. "For which squad, sir?"

"Eleven."

Penny began to unravel all the spirit power she had been hiding over the years as she approached the 11th squad barracks. She was wise enough to layer it, and knew she was not going to have to use all of it, but the power and ferocity with which it came forward surprised even her. Her spirit was ready. She was ready. She was going to get her captaincy and this was the day.

_I will wear the cloak, I will see my son, I will be proud and not hide any more. Byakuya doesn't have to know who I am. My actions may make me a monster, but my face is fair warning. If I become a captain I will at least be of a respectable status. This is the only way forward for someone like me. _

She didn't realize it was doing damage to the walls around her. Her presence could not be ignored, and it wasn't. Soon the members of squad 11 appeared, eager to see who they could bully for encroaching on their territory, but they were flung aside from the massive waves of reiatsu that just flowed off her.

She, like the old Commander Yamamoto, had a fire zanpakuto, but she knew she had to keep her kidou powers sealed to gain the respect of these men and focus on her fighting technique. She had studied the art of the sword diligently and knew she would disarm her opponent with ease. She had observed Kenpachi Zaraki for years and knew his weak spots and what his strengths were. She knew all the captains this way. She waited, patiently, for her opportunity as she always had.

She walked towards the barracks where she felt Zaraki. Her thoughts flowed from one to the next with ease. _This time will be no different. Everyone assumes he is stronger now because he has a bankai, but he is not. He is weaker. The weakest he has ever been. He is without her. Without Yachiru. Either of them. _

Anger burned in her gut. _Unohana, this is for you. _Unohana's death had hit her hard. She had looked up her fellow wild woman and often took queues from her. She had been a great help.

Penny arrived in the courtyard and found the hulking captain sitting on some steps to the main office with his closest officers. He looked at her, with a vague sense of what was coming. His ragged sword was leaning on his shoulder.

"Do you know why I am here?" she asked, with her soft scratchy voice.

"EH? No" he said, eyeing her sidewise. He knew but wasn't sure how to take it.

"I am here to challenge you" she replied.

"Eh? Get outta here girl…or whatever you are. I don't have time for this." He shrugged, a bit fatigued, but he knew she wasn't going anywhere.

"I am going to challenge you and take your captaincy" she persisted.

The other men in the yard laughed, but Madarame and Yamichika were uncomfortable. Zaraki flicked his eyes up and down her petite scarred and withered frame, but when he got to her uneven eyes he smirked, and a deep growling laugh began in his throat. He stood over her on the step and laughed maniacally as she released her reiatsu to match his. The men at his side and in the yard leapt back out of the way. Zaraki drew his long jagged sword and slashed at her a few times. She parried expertly, precisely, seeing all his openings, and visualizing exactly how she would execute her plan, and become a captain.

He saw the fire in her eyes and wanted to chase after it. He flung caution to the wind and allowed the power of his blows to destroy the walls and buildings around him. He saw her power and the rare opportunity to enjoy the battle. He didn't care if it was his last. He knew it would be hard for him to find another challenge like this again.

She dodged his slashes and easily scraped her blade up against his to gauge his physical strength. She knew what patterns he used and had to wait for the openings she needed to get the job done. The area cleared out for the most part, but men tried to stay and watch.

_There._ He was a big man and Penny was a tiny woman. He could not move as quick as her no matter how much he tried. Penny waited for his sword to hit the ground and she slipped right inside the reach of his arms, focused her spirit energy to cut through his, and sliced off his sword arm.

Penny felt his screams were a bit undignified and she was somewhat embarrassed for him. His blood and reiatsu poured out of his stump and she watched the giant man kneel down and grab the sword out of his severed hand's grip. "A true swordsman can use both hands" he said.

She did not reveal she was using her weak hand.

His spirit energy somehow sealed up the bloody stump, but not enough. She was stunned at the healing, but then nodded because she knew her body worked in a similar way. Still, she lamented she would not see his bankai. _Whether it's pride or maybe he needs two arms, I don't know, but I do know I won't see it. His heart isn't in this. He's ready to go. _

He was now slower, and though she was mightily impressed she knew she was also made of tough stuff. She had been abused for as long as she could remember. She had been near death more than once as only a child. Then she spent her entire adult life preparing for this fight. If he hurt her it would not matter. She knew pain and could forge through it. She knew pain both of the flesh, and of the heart that no man could ever understand. And not only did she survive, but she grew.

It was not long before Penny cut his other hand off with a wicked precise slice and he fell to his knees. Shocked, staring at all the blood around him. She came to him and said "I cannot envision you happy with no sword hands. I'll make this quick." She didn't give him time to respond. Instead, she flashed stepped behind him and in the style of a samurai second she quickly, with powerful dignity, decapitated Zaraki Kenpachi.

His body fell backwards and his head rolled down the path. There were grown men shrieking and screaming hysterically at the sight. The courtyard was full of dust and debris and malice. Penny could feel their hysterical anger and was prepared to fight her way out. She released her zanpakuto and a column of fire shot into the sky that could be seen for miles around. She stood in the center still holding her released zanpakuto, a whip of molten flame. She allowed the column to dissipate and thankfully the display silenced the men and they sat back, some fell back.

It had been a beautiful warm day in the beginning of autumn and suddenly this tiny creature came to their barracks and toppled their world. What creature could so swiftly defeat their indomitable captain?

Penny was covered in the sticky blood of her victim when a special squad arrived from the Captain Commander's office. They observed, took a report from Penny, Madarame, Yamichika, and a few of the other witnesses. She had challenged. He had accepted. She would soon be sworn in as the new Kenpachi.

People were visibly disturbed, upset, and physically sick at the sight of Zaraki's remains. Penny did not feel emotion so much as satisfaction. She approached Madarame who was staring at the pile of parts that twenty minutes earlier was his hero. He was snapped out of the morbid daze by the scratchy voice of his new captain. "You have my condolences" she rather perfunctorily. "He was a great captain and served well."

Yamichika couldn't look at the remains, he only turned his back and held his hand to his mouth. To prevent a scream, a cry, he wasn't sure himself. It had happened all so suddenly the entire squad was in shock.

Kyoraku arrived, his ever-present vice captain was conspicuously missing. He glanced at Zaraki's remains as the special squad members covered the remains by a white sheet and grimaced. He was decidedly regretful he looked. He then spotted Penny, covered in blood, with the expression she couldn't help but always wear. He nodded to Madarame and Yamichika who were trained so well they still managed to bow in respect to Kyoraku, their Commander, when he passed by. He arrived in front of Penny and shook his head. "I hope you are not offended Penny-san if I hold off my congratulations?"

"Of course not, Commander" she said, respectful of everyone's grief and shock._ I know no one was expecting this and no one else was prepared. _

"I think it is best if you come with me" said Kyoraku.

Penny felt her gut say no "No."

"Penny-san" he leaned on and mumbled his concern "…it isn't safe here right now."

"Commander, I can defend myself" she said "Please respect the process here. I understand I answer to you directly, but this is going to be _my_ squad. I need to be _here_."

Kyoraku nodded and from under his broad straw hat said "I am just concerned…" his eyes shifted to some of the men who were closing in. "… about them."

Sternly, she replied "Please, respect the process."

Kyoraku knew others may die that day and there was nothing he could do about it. He sighed. "Yare yare" he said, the familiar phrase sounded more forced than usual. He bit the inside of his cheek then nodded in agreement. He began to walk off toward the exit and turned around. "Penny-san. Don't dust too many, eh?"

She was shocked he knew her ability. She had been careful over the years to keep it to herself. It was in a file somewhere, but she didn't think he has done such homework on her. She glanced at the ground, annoyed he surprised her again. Then she looked him in the eye as a promise and sits "Yes, Commander."

He left with the retinue, and Zaraki's remains.

A group of irrationally grief-fueled men attacked her. She made quick work quickly them with a simple clean, strong, one handed parry, a hand on one man's shoulder. When his ashes scattered and became dust on the wind the rest of them men halted in their tracks.

Madarame gripped the hilt of his sword and took a half step. Yamichika grabbed his shoulder and stopped him. "That… monster!"

"I know, Madarame…" his aesthetically obsessed companion said. "She is hideous. I know" he said biting back the poison of sudden loss. "She won, fair and square. Hardly used even her spirit power. Just her sword. He…" Yamichika but his lip "Captain would not argue."

Madarame but his lip in frustration and stepped back. He could sense the power just rolling off of her and Yamichika talked some sense into him.

The days passed and Penny was commissioned the Eleventh Squad Captain Penny Kenpachi.

The squad witnessed her beat their former captain in minutes, a man they previously thought was invincible, then she made further challengers literally turn to dust with the touch of her hand. There was no question who was in charge, but it did not sit well with much of the squad despite her power. It was a macho squad and a tiny ugly woman in charge felt very wrong.

As they could not challenge her and win, and also couldn't bear to follow her due to hurt pride, they began to transfer to other squads.

Kyoraku sighed in relief when he saw so many decided to leave so Penny wouldn't kill more of her own men.

Three days after Zaraki's funeral Penny-Taicho called a meeting of her squad. She had things to discuss with them about the direction they would now move, what her expectations were, and she was willing to take questions. In the few days that had passed many of her squad had left. They joined to follow Zaraki, not necessarily Penny. They could not bear the loss. Those that remained were divided between those who mourned the loss of the old captain but had accepted the process and those who were on the fence about leaving. Penny didn't care. _If they want to leave I don't want them to begin with_ she thought.

Everyone appeared to be there. Penny was flanked by two young women, twins, who had recently graduated from the academy early. The two young women were rather nondescript and even though they sat on either side of the captain, you hardly noticed they were there. They were fair skinned, almond eyed, and wore short, precise, black bobbed haircuts and wore the common black shihakushou. It was an unusual sight in the normally all male 11th squad.

Penny nodded to the girl to the left who clacked a wood block three times to get the rowdy room's attention. The men settled down and mumbled and grumbled to each other. Penny began. "I called you here today for a number of reasons. First, to tell you where I want to take this squad and what I expect of you. Second…" her voice boomed through the room without a microphone. It was a kidou technique she learned from a wise old Shinigami who had long since passed. "…I will take your questions."

Everyone shuffled in their seats, a few grumbled wary of the change. She began "I want you to be powerful. I want you to be stronger than you are. I want to rebuild this squad into what it was originally supposed to be. What it's founder originally intended."

She saw the men nodding to each other as those who remained came around to her as their leader. She admitted quietly to herself she did not really care._ I could dust every one of you. Your validation is the last thing I am concerned about…That aside… _"You're not going to like what I have to say next, but it is vital to your development."

There was some chuckling and she spied Ikkaku and Yamichika standing near the far exit to the room looking on with veiled interest.

She said "In order to fight you must be healthy. In order to be healthy, I want you to heal."

Some realization sparked disgust in some of the men who could connect the dots. She said "Unohana did not dedicate herself to the healing arts for the good of all souls. She did so in order to keep fighting. In order to live. If you can heal faster than your opponent, you will win. You will take more abuse, but you will win. And honestly, that's all I care about here. Since she left this squad the group has gained a reputation as gangsters, thugs. Not fighters. You pick fights, but you aren't known for being strong, except to each other. Just bullies. That's pathetic and I will change it."

There was shouting and grumbling, and one man got up and walked towards the door. Ikkaku stopped him by standing in front of the door. He stared him down and the man went back to his seat. Penny was very surprised by this and gave a subtle nod to Ikkaku in thanks. Penny then explained "I have arranged kidou healing classes each of you will be required to attend. If you show promise you will be given special advanced lessons in both kidou and kendo." She waited for the childish grumbling to subside then said "I am now ready to take your questions.

Penny sat at the head of the main assembly room of the squad on a large wide dias and heard "Why're you so ugly if ya can heal up so quick?"

The room laughed, but Penny took the question seriously. "These scars were set well before I was able to harness my spirit power."

"Are you a demon? How's you make those men dust?" came another question from the other side of the room.

She found the man, square jawed and serious. She replied "It is a manifestation of my shikai. I have a great deal of spirit energy and over time my shikai has begun to meld with me. Heat. I have a heat based zanpaktuou."

The man scratched his clean shaven chin and said "Fire based?"

"No" she shook her head, patiently. Everyone leaned in a bit curious. "No it is simply heat. Not necessarily fire."

"If your shikai is heat, what's yer bankai?" asked another curious man.

Penny could not believe the questions she was getting. _Do these fools think I'm going to reveal all my secrets? _

She inhaled before she answered, but Ikkaku blurted out "Hey you" he called out to the Shinigami who had asked about her bankai. He said "It's common knowledge that kind of information is not shared with everyone."

"What district ya from?" came another gruff, but curious voice from the back of the room.

"I don't have one. I was a slave, then escaped, then lived in the woods for some time. An old woman took me, but it was still before there were official districts."

"So yer old?" someone next to him jabbed him with their elbow.

"Ya don't say that shit to ladies, Grunt" he mumbled

"Experienced" she said with a nod, mildly amused.

"Yeah, you don't look old" he said, trying to figure out his captain.

She shrugged "If I am or not doesn't matter. I am younger than the Captain Commander. He was an upper classman when I joined the dojo."

"So yer an academy brat?" spat one of the men.

She said "No, the academy did not come along until much later. It was a dojo of sorts at first. Then later grew in popularity and became the academy." _These men know nothing of the history of the Shinigami. This is worse than I thought._

After the meeting she went back to her room in the barracks. She had not changed anything yet since there was not much to change. Zaraki had left a very clean, bare space. She requested new bedding, but otherwise there was nothing else she really felt she needed to change. There was a bit of a lingering cologne scent in the air, but otherwise it was spotlessly clean and not decorated at all. Just the way she liked it.

She opened a shoji door to the engawa outside and decided to sit and enjoy the view. There was, to her surprise, a small zen garden with a small pond and a trickling fountain. She sensed Ikkaku and Yamichika lingering in the hallway outside her room. She called out to them "Come in"

The two seated officers entered and respectfully bowed. Penny told them to be at ease and welcomed them out to the engawa. "This is very nice" she said taking a seat.

Ikkaku and Yamichika sat down on each side of her and Yamichika said "Yes, quite beautiful" he eyed her up and down out of the corner of his eye. He was unable to look away from her cut face. He sat on what she considered her good side, but it was still grey and marred by her past abusers.

Penny eyed the koi in the pond and said "Those fish are…big. Too big for that little pond. Where did they come from?"

The two officers shrugged and Ikkaku smirked. He knew where they came from but there was no point in talking about that now. He caught Yachiru running through the yard one night with a massive twitching koi held over her head. And watched slack jawed as she threw it into the little pond.

"Kuchiki might have space for something like that, but it's cruel to keep it in there. Maybe he has some smaller ones and we can swap."

Ikkaku knit his brow, frustrated at more change.

She watched the giant fish in the little pond bob back and forth, confined in a space too small for it, and said "Thank you both for taking the mature path. This squad will change, but it will be for the better."

The two men exchanged a quick look, acknowledging their conflicting feelings. They would miss Zaraki, but saw a lack of growth after he reached his bankai. He had plateaued and had become a bit directionless. If there was no real way for him to become greater. If he did not become greater how could they? They had quietly come to the conclusion that he could have become greater but that would take a change Zaraki was not willing, or motivated, to make.

They nodded and thanked her in return.

Finally the day came for Penny's first captain's meeting. She tied her hair in a plated manner, artfully covering her scalp scars. She tied her precise hairdo with a thin red ribbon at the base of her neck. Her ponytail was long thick and shining.

She was clean and tidy, and felt very nervous putting on her captain's cloak. _He's going be there. My boy…_ She closed her eyes and thought of the night he was born, before she handed him over. The sweet night air, the crickets off in the distance, his happy gurgling, her fingers sticky with her own blood. She relived her simultaneous joy and deep sadness. She had thought she was empty until that night. Saying goodbye to Byakuya had revealed she had indeed not been empty until then. _He's the only one to make me feel like this. Such emotions. Something awoke in me that night and it was all because of him. _

She opened her eyes banishing her memories to yesteryear and allowing a bit of fire to rise in her belly to prepare for her captain's debut.

All the officers filed into the meeting hall and Penny could not help but allow her eyes to follow Byakuya. She quickly shifted her gaze to everyone else. All of the captains present were famous, powerful, and accomplished.

They had already had a welcoming ceremony for her though at the time a handful of the officers were away tending other duties. To her utter shock she received unanimous support from the officers. They had all served with Penny or knew her reputation as a disciplined Shinigami and an original student of Yamamoto. Zaraki was an unfortunate loss, and his replacement was indeed unexpected, but not contested.

Towards the end of the monthly mundane ritual of the captain's meeting the Commander again recognized Penny "Welcome, again, Penny-Taicho" then asked the full group of her peers. "Is there anything you would like to ask our new Captain, while you have the chance?"

Most of the captain's wanted to hold off on prying into their new peer's squad business. She had already proven herself capable and revealed her bankai to the required number of peers. They all knew she had no close family nor many peers her age left among their exclusive group. They weren't about to question her or pry into her business.

Except one captain, who felt he was entitled to do pretty much anything he wanted: Kuchiki Byakuya

Byakuya looked at her and asked "Perhaps you can explain fully why there has been a mass exodus of your squad members?"

Penny was surprised by the question and by the deep mature voice that boomed from his throat. _My little baby is all grown up. _She tried to steal a glimpse at the small details of his face and his similarities to Soujun.

She turned her mind to the question tucking away her feelings and looked down for a moment. She had not thought this topic would be as sensitive as it was. She noted Kyoraku's hands had momentarily gripped his chair at the head of this esteemed group. She connected her thoughts and found the words. "I am not Zaraki. His loyal followers may feel I offer a different type of leadership and it may not suit them."

She realized he was the only one brave enough to ask. _It was good that he did._ They were all wondering andthe sudden revealing of her powers plus the sudden violent assumption of the captaincy had their tongues wagging. Byakuya, her secret son, brought the topic out into the open and cleared the air to a certain degree.

The noble captain of the sixth squad nodded, accepting the calm and very rational response. She recognized his body language as her own, and to her chagrin, her own bluntness. They both withdrew to their inner worlds, until Kyoraku nervously chuckled. "Heh heh, very well then. Anyone else have any items?"

There were no other questions and the meeting was adjourned

Stirring in the forest was a dark mass of spirit energy. It was clever, it was powerful, and it was evil. Born from forbidden experiments of Soul Society's greatest betrayer, Aizen Sosuke.

Alarms began to clang throughout the Shinigami Research Institute. Red lights began to flash and Mayuri Kurotsuchi slammed a fist on the console at which he was sitting. He yelled "OFF WITH THOSE DAMNED ALARMS!"

His subordinates scrambled to simultaneously collect information and calm their agitated captain.

After the alarms were calmed Kurotsuchi slammed his console in frustration. He turned around and snapped at everyone "Well don't just stand around! Send word to the Captain Commander about what we found! Why am I surrounded by such useless idiots! GO! GO! GO! HELL IS HERE IN SOUL SOCIETY!"


	6. Bankai

The beast was a powerful reminder that the effects of Aizens experiments would be felt for decades to come. These creatures were crawling out of the woodwork as of late and still causing all kinds of trouble. That sunny afternoon soon became dark with black smoke billowing into the sky, through the trees in the forest, and soon into the residential areas of the Seireitei.

This creature looked like something that was extracted straight from hell. Red skin, black membranous bat like wings, a series of knarled horns, crooked fangs, and a birdlike white hollow mask. In fact, Aizen had somehow done just that. It was powerful, but unstable hollow-devil. It was the only one of it's kind that the Shinigami had encountered. Heat emanated off the creature distorting the air around it. It was so hot that it ignited the trees it walked past. It left a river of melted rock and scalding mud in its wake. Soon half of the woods in the area were on fire.

Hitsugaya Toshiro and his vice cbaptain were first on the scene. Toshiro immediately released his Hyoinmaru to put out the fires. The ice put out flame, but also created scalding steam that created a large danger zone that residents needed to be escorted away from. And once the water evaporated the flames would start again.

While standing in the sky he spotted the source of the unending heat and tried to contain the hollow-devil with rings of ice from his zanpakuto, but it seemed no use. The creature would melt the ice and laugh, fire spewing out of his mouth as he did so.

Captain Kuchiki, Rukia joined Hitsugaya in trying to freeze the creature, but even their bankai only slow it down for moments. They were losing energy and running out of options.

Other captains and vice captains arrived on the scene, but the beast continued its rampage, destroying whatever it saw with fire and maniacal laughter. The 2nd squad lurked in the trees, waiting for a time to strike, but the heat repelled them. The 3rd, 5th, and 7th squads worked to clear the area of civilians and get them to safety before the beast burned through their areas.

The 8th and 9th officers were both in the living world and scattered around Rukongai on other assignments. The 12th squad stayed in their labs collecting information and analyzing events in real time searching for a solution. The 4th squad readied their hospital for the incoming injured, and sent some unseated officers out to triage in the field.

This left the 6th, 11th, and 1st squads to join the 10th and 13th. Byakuya arrived in time to help his sister and allow Toshiro to rest for a moment. A lash of Senbonzakura's blades was effective in halting the beast and gaining its interest. The heat it gave off though made it difficult for Byakuya or his Vice Captain to even view the creature. They had to back off. Byakuya eventually needed to use Senbonzakura to shield himself and the other Shinigami. They stood in the quiet shimmering dome of Senbonzakura Kageyoshi, frustrated that they couldn't even get close enough to fight the beast.

There were a few effective attacks, but the risk to the Shinigami was too high to be a viable solution. Matsumoto rode on the tail of Hyoinmaru and after the ice cooled off the beast she attempted to use her zanpakuto to cut. While this was effective in the short term, The hollow-devil did not sit back and take the attack sitting down. His beaklike hollow mask opened up and shot a flaming cero her way. Hyoinmaru melted beneather her feet but she was snatched up by Renji's snake bone bankai, Zabimaru. The sword caughter her in it's mouth and returned her to the cool side of the grass where squad 4 could attend her wounds.

The Captain Commander and his Vice Captain as well as other officers faced similar challenges and had to hang back. Commander Kyoraku looked distracted, watching the cool tree line, away from most of the action.

As the Kuchiki's, Toshiro, and Masutmoto appeared nearby in a flash, Nanao asked "Commander? What should we do?" He looked to his left, at the mounting fire. He sighed, and just as he was ready to reply he was interrupted by the sound of Squad 11 approaching the scene.

They were still loud, boisterous, full of bravado, but now crisper in their movements, and precise in their execution. Penny was at the vanguard, directing and shouting orders. The group then began to surround the dome of heat that was emanating from the creature.

Nanao gasped "Those aren't zanpakutos!"

"OY!" came a familiar voice form behind Kyoraku.

The commander turned and smiled "Kurosaki! Good to see you, though this may not be the best time." He tipped wide brimmed straw hat to Orihime who had joined her husband in this trip to Soul Society. He turned his attention back to the battlefield and watched as Penny directed her unseated officers to use shovels. They were digging a large ditch and create a fire line. The girls that had flanked her at her first meeting with the squad were flanking their captain again. The creepy twins, as they people had started to call them, kept their hands on the hilt of their zanpakuto, their wolf like eyes focused on their target, ready to spring into action. The men and women of squad 11 used movements fueled by similar processes to shunpo to dig blindingly fast. A large ditch surrounded the fire, halting it from spreading across the grass.

The other squads looked on stunned, not only by the coordination, preparation, and cleverness, but also at the healing power of the squad members. There were injuries from the flames, from smoke and from inhalation, but when one fell, if they couldn't help themselves another would help them with healing kidou and soon the two were back in action. They were an army all by themselves. Penny had transformed an already strong group into a truly powerful team.

After a sufficient ditch was dug Penny called them back. More ragged than they were before, but all of them returned. A few limped into formation behind her, but they all returned to their precise mark. They were all trained and at the ready.

She felt a lot of pride watching her squad executed orders promptly. With her white cloak snapping on the breeze and one sharp nod of Penny's head the twins rushed forward and released their water zanpakuto with symmetrical grace. Two tsunami's of water blasted out of their swords, over the flames, extinguished the raging fires, and drained into the ditches creating a mote.

The steam rose and the cry of the beast and flames returned, but were still contained by the fire line. It very suddenly became a much more manageable fire. Penny looked over to her colleagues and yelled "10! 13! Get in there! Take your shot!" They listened, making the Commander chuckle. More and more water poured onto the beast knocking it to the ground and giving Toshiro and Rukia a chance to do real damage with their zanpakuto.

The beast was soon coughing smoke, and it's flames were reduced to almost nothing. In its last-ditch efforts to survive it started to cough up strange rocks. Everyone halted, cautious of what it was doing. Then it became apparent that the rocks, were not rocks, but balled up mini-hollow devils.

They rolled to a stop, then sprang into action. Tentacles began to sprout from the parent creature, flying off into different directions. It's tentacles seemed endless and the ends, as a few unseated officers unfortunately found out, were tipped with katana blades.

All the captains and some of their squad members were on the field now, fending off the tentacle blades, and the tiny devil-hollows. They were not strong little creatures and turned to dust with one slice of a zanpakuto, but their power was in numbers. The tentacles were flying rapidly, haphazardly. Penny was slicing the tiny creatures in all directions. More irritated than threatened. Soon Kyoraku was at her side, and they moved back to back fending off the tentacle blades and small creatures.

Kyoraku said "Looks like we're winning, Penny-chan." He swiped his blade vanquishing a tiny devil with minimal effort.

Penny replied "We're on the field of battle Commander" she too sent a couple of the little creatures to their demise with the swipe of her unreleased zanpakuto. Kyoraku and Penny stood back to back on the battlefield fending off the creature with plain swords. The Shinigami were fending it off, and the 11th squad took the lead. Penny was proud of their postures and could see the lessons she passed on to them. They were winning the battle. Off in the distance Penny heard Nanao cry out, but it was just another scream among the noise of battle.

It wasn't to Kyoraku and he flashed off to help his Vice Captain. Penny felt Kyoraku leave her side but thought it was just a small space between them. She was wrong.

She felt a tingling on her lower back before the tentacle struck her. It pierced her like a kebab and then threw her in the air.

Everyone helplessly watched as Penny's body tumbled through the air. Penny was always fighting and she couldn't even be still being flung through the air. She tumbled over and over sticking out her hands to grasp onto something. She hit the ground with a thud and Byakuya's stomach turned hoping that out of the snapping sound he heard was just tree branches, and not her neck.

She was flung beyond the tree line and everyone made the heart wrenching decision to focus on containing the devil-hollow.

Squad 11 continued with their orders, diligently and filled with passion. They had a well-practiced contingency plan in place just in case of this or a similar scenario. The devil-hollow began to regain it's strength. The men were tiring, and the endless number of mini-devils kept coming. They continued to fight long and hard.

Byakuya looked on, then glanced in the direction of where Captain Penny had been flung. For a moment, only a moment, he bit his lip then let it go. It was a habit his grandfather had mostly scolded out of him, but it surfaced now and again. He then glanced back in the other direction watching his sister contemplate using her bankai. It would leave her open to devastating attack if it were not initially successful. He glanced back at the trees and then felt eyes on him. He saw Kyoraku eyeing him with a bit of shock. They were both then distracted by the cackle of the hollow-devil.

Kyoraku saw Byakuya out of the corner of his eye and was just taking some inventory on his captains now that Penny was out of the area. He had confidence she would pull through, but still was worried, and felt guilt for not warning her he was leaving her side. He looked at Byakuya. "Hmf" he half chuckled. _Penny bites her lip like that sometimes_. In that moment , surrounded by the chaos and flames of battle, it hit him all at once. _Byakuya's eyes_._ Sojun, Penny, Byakuya. Her boy had almost died. The way she looked at Kuchiki at the captains meetings. Byakuya is more powerful than anyone in his family, hell, anyone among the noble families in centuries. The timing of it all. No…he can't be…He was born before Penny got pregnant._ When Byakuya glanced back towards where Penny had fallen he knew. _He's smart like her, fast like her, quiet like her, powerful like her, That's undeniably her son…how can this be? I must be wrong. _

Penny was jolted awake by a sharp nauseating pain radiated through her left side._ How long have I been unconscious? The sun has already set._ She looked up and saw the stars twinkling cold and indifferent to her pain, to the blood sweat and tears of her squad. Her physical pain was inconsequential to her compared to the shame she felt having been batted aside by her enemy like a rag doll. _My face hurts. Good, pain means it will repair_. The blood from lacerations on her scalp bled down into her left eye. She tried to blink it away but realized that was not helping. She sat up, winced from jostling her broken arm and ribs, and managed to get to her feet. "Mmmn Uuuh!" she blurted surprised at the pain. _Just keep going_. She looked down and saw her skin glowing as it healed.

She thought of the pain she had felt in the past and welcomed the new pain. _Being sliced to pieces_. One foot steady on the ground_. Being left for dead on the trash_. She dragged the other foot forward and stood up straight. _Rape_. The internal bleeding stopped. _Betrayal of the old woman_. Her skin closed up. _Being set on fire by classmates. All of these things would kill a normal person, but it feeds me. I will continue to overcome all of it. Keep it coming! _One step forward. _Byakuya being taken from me._ Here, she faulter, her leg giving out causing her to kneel. Her brow knit in anger and frustration and she stood again, with more resolve. She took another step. _Soujun dying. _She walked faster. _Ukitake dying for all of us_. She ran. _This piece of shit-hollow dares to think this minor would will be the end of me?! _Penny used her captain's power and tremendous speed to return to the battlefield. She knew the wound was not minor, and that using her ultimate power would likely make the damage more severe, but she was determined to end this conflict immediately.

When she arrived back at the battlefield and saw the creature that had batted her aside her rage could not be contained. Her reiatsu burst outward forth jolting the other captains with her sudden appearance and action. Their training prompted them to tell her to leave and heal, but their instinct, their guts, told them to leave her be. They could sense the power welling up inside of her. Penny's eyes opened wide and clouded over with white light. The other captains' danger instincts backed off.

When the devil-hollow came in to view she said "You sucker punch me and you think I'm not going to come for you?" she screamed. The heat that rolled off of her incinerated any of the small hollow-devils that tried to approach, and many that didn't. The color of her reiatsu took on an orange hue as it shot upward like a column of flame. Everyone could feel she was holding back as best she could.

Kyoraku Soutaicho approached her, as close as was safe, and yelled out to her "Penny-chan? Maybe you could take a rest? You're injured." She felt his concern. He knew she was pushing her limits and may tear herself apart. Gale force winds rolled off Penny's flame and wailed against the Captain Commander. He placed one of his large hands on top of his hat to keep it on. He didn't get too close for fear of burning up.

She looked at him and her reiatsu burst into full on raucous flames. He jumped back, uselessly shielding himself with his straw hat and a raised elbow as the fire licked outwards. "Or not" he quipped simultaneously amused and worried by the new 11th squad captain.

Kyoraku had landed next to Kuchiki Byakuya who stared at his peer and her indignant fire. The heat warmed his face, the fire reflected in his deep dark eyes. He gripped the hilt of Senbonzakura with white knuckle frustration.

Kyoraku turned his attention back to Penny and realized the other Shinigami needed to clear out of the area. Penny was about to go nuclear. Literally. When her hand gripped the hilt of her sword everyone nearby felt the same instinct: _Get out. _Everyone fled the field.

This instinctual voice was also loud in the hollow, except he found he could not move. It was too late. From the bottom of Penny's feet shot magma into the ground that streamed towards the hollow. From the underground, magma arms broke up the ground between them like large burrowing animals. The Earth peeled away revealing pools of magma underground. She raised her flaming sword and gave it a sharp shake wordlessly transforming it into a whip of molten flame. "You little shit" she spat through gritted teeth "You like fire so much, here, have some of mine!"

Before the waves of light-distorting heat pushed him away, Byakuya looked over his shoulder as he flash stepped away and saw two enormous hands made of lava and molten rock burst from the ground and snatch the hollow hybrid by the legs as it tried to fly away.

Byakuya had to get to safety and followed the Commander and others to Sougyoku cliff. The captains, vice captains, injured and fourth squad medics all watched from a distance as the ground opened up to a field of glowing lava. The Hollow screeched and screamed as it was then was pulled into the lava to its waist.

Penny walked across the lava like it was the cool damp grass that it replaced. Her sword had become a flowing whip of molten lava. The hollow wailed and screamed. To those on the hill the torture was not quite necessary but saw it as a natural part of her weapon. She was a product of suffering, who had been tortured all her life. Her weapon would likely reflect this kind of pain. The form of a whip confirmed to everyone she had been a slave.

The witnesses were all silent, watching in sheer disbelief at the scale of her zanpaktuou. This was just her shikai. It was a true force of nature.

Penny had been personally offended and humiliated by this creature. She wanted to also show her peers she was not limited to physical fights like her predecessors. She had simply chosen not to use her zanpaktuo's full powers until now. The hollow was being consumed by flames, but somehow broke free from the grip of her shikai. They all suspected she allowed it.

She raised her flaming whip and whispered "bankai." Her sword became a solid beam of white heat that shot straight up into the night sky. From straight over head, just as the Hollow stretched his melting wings wide in an attempt to fly, she brought down her sword of light.

From the Souguoku everyone was temporarily blinded by the light of her weapon and dove for cover. It was so bright there was no shadow. After the initial flash they felt a hot wind that knocked many of the less powerful over tumbling to a stop. The fire lit the sky as bright as day. Ichigo threw Inoue to the ground and covered her with his body. The light faded, but the commotion did not.

Ichigo looked up from his crouching position where he held he and saw an enormous mushroom cloud bubble upwards over the horizon. His stomach turned with recognition and fear._ A power this terrible should never be unleashed. _He put his head down and gripped Inoue closer to him. They both prayed to every god man had ever worshiped that they would be okay. Then the moonlight was blocked and ash began to fill the sky blotting out the stars.

Then everything ceased.

The cloud stopped growing, the ash hung suspended in the air, and the fire and flame at the base of it all halted and looked like smoked glass. It then all funnelled, with furious speed, down to a distant point where Captain Kenpachi Penny stood. All the fire, all the flame, smoke and ash returned to the long katana blade she held in front of her. The grass and the trees folded back into existence and the sky cleared revealing the twinkling stars and brilliant exotic flowers filled all the fields that had been scortched as far as the eye could see. The vegetation came back with brilliant lush vigour. The landscape looked like a fairytale.

It was a few quiet moments before the crickets began to call again. People began to breathe again and stir from where they had crouched or hid. The air was no longer acrid with blood and fire, but sweet with the fragrance of flowers and freshly cut grass.

Byakuya was one of the first to get to his feet and immediately approached Orihime, helping her to her feet. She blushed a bit as he looked at her so intently. As Ichigo got to his feet behind her Byakuya said to Orihime "Kenpachi Penny…she was badly injured."

Orihime nodded, understanding what he was asking of her. She didn't understand why Byakuya would be the one to ask her to heal the woman, but she did not care. She was happy to help. Byakuya took her hand when Ichigo grabbed his wrist. "I'll take her" he said, simply. It was obvious Ichigo did not want Byakuya carrying his wife through a battlefield.

Byakuya conceded and said "As you wish" and all three disappeared in a flash step.

After Penny's bankai was complete, and the land mended back together, she fell over,and landed in a bed of flowers of her own making. She whimpered and rolled to her back. She silently thanked heavens no one was around to hear the sound because, even in her physically frail state she would have been embarrassed. Her vision was blurring and she knew she could barelyhang on. _Ah, tulips_. She looked up at the sweet pretty bulbs that resulted from her firey attack. _My favorites. _The heat did not further damage her body, but had incinerated her clothing. She had no shame over nudity nor her scared and damaged body. She rolled onto her back feeling the cool green grass once again on her bare skin. _What a lovely feeling. _She still felt pain as her wounds returned and were worse than before. Her blood pumped out of the hole that reappeared and watered the flowers around her.

With her good hand she took her sheathed sword and stuck it in the ground. She turned her head and looked at it, smiled and said "Thank you". She appreciated being able to have such a cathartic moment. She then rolled onto her good side and painfully got to her good foot, leaning heavily on her sheathed zanpakuto.

She began to limp forward and noted that there was a pain in her left leg that she had ignored that was now worse. She began to sweat and shake. "Where the shit did everyone go?" she muttered to herself knowing full well where everyone went. She fell on her right knee and saw blood dripping from a gash in her side again. "Oh no" she gasped. "This is much worse than I thought…"

She slumped fully to the ground, feeling her reiatsu spilling out too. She instinctively put a hand on her side and felt her damp shredded body. Her last thought was _At least I went out like a boss…_

Blackness overtook her.


	7. Scars

Penny then felt others nearby wrapping her body in bandages in order to try and stem the leaking of her reishi. She could barely open her eyes as they were crusted shut from the dried blood that had dripped down from her head. She pulled them apart and was barely able to focus her vision. In and out of clarity she recognized the first responders as her own men and women. The twins stood at her feet holding hands. _I must be in bad shape._

Penny found that during their healing training it was revealed that they have a handful of exceptional healers in the 11th squad. She was glad to see a couple of them there. She felt such pride at how they worked so quickly and cleanly. She closed her eyes listening to their collaboration and communication. They wrapped her good and tight. The feeling was comforting even as they wrapped her head. She recognized that she was feeling a bit distant from her own body. _Oh, that's right I have that gash on my skull. It's alright. I'm in good hands. _She passed out again.

Penny's eyelids felt warm._ A strange sensation_. She felt a tickling in her face along where her scars were. _Am I coming apart at the seams? Is this life between here and the living world?_ She realized she still felt her body but she was enveloped in a calm warmth. Her aches and pains were gone. She no longer felt the stiffness of her old wounds. _I'm not dead, but I don't feel like myself. _Penny balled her hands into fists then released them and stretched out her fingers. She felt the cool wet grass under her fingers and popped open her eyes again. She felt like both her eyes were wide open, but she couldn't see much else outside a golden light that surrounded her. Her vision was partially obscured by wrappings around her head and across her face. She gripped the grass underneath, and realized she was under a golden dome of light. _The ryoka girl… _She saw Orihime Inoue and her large eyes and straight red hair, focused on her tiny delicate hands. From Inoue's hand coursed the healing light. _What is happening? _

Inoue looked down, a look of surprise passed over her face and turned into a smile at their eye contact.

Penny felt the itching continue and an overwhelming sense of fatigue. She felt her eyelids become heavy and allowed them to close.

Byakuya hid all his complex feelings away, and only looked on from a distance. Penny lay in Inoue's healing dome, wrapped head to toe in bandages, and for further discretion she was covered by a captain's cloak as hers was incinerated during her bankai. The number six was proudly displayed. Kyoraku smirked when he saw who lent her the cloak.

Penny would have panicked when she came to again if she were not so. She could not open her eyes, because this time they were taped shut. She wanted to cry out for help but did not know where she was or if she was in danger. _Am I a hollow? Is this a mask?_

Then she heard rustling of fabric and knew she was not alone. She could sense a familiar presence in the room with her. She had taken note of all its specifics many years previous. _Byakuya. Byakuya is here._ She didn't care that she was vulnerable. She didn't care about her pride. She just reached out her hand hoping her secret child would take it.

And he did. He took her hand in both of his and sat close next to the bed. She could feel him close and then heard his voice, a mere whisper. "You are not well and need much rest to recover. Things are not certain, and because of this I want you to know something."

Penny calmed when he took her hand. She was unsure of how everything would play out, but she was so glad she could have him there by her side._ Just be here in the moment with him._

Then he said something which both broke her heart and gave her joy. He said "I know. I know _you_ are my mother."

Her tears weren't from tragedy, but simply the release of centuries of secrets. She did not whimper or wail, the tears just moistened her bandages. She squeezed his hand in reassurance. As if to say _This won't kill me, boy._

He suddenly stepped back and Penny's fear skyrocketed until she realized why. She heard Kyoraku and Captain Kotetsu enter the room. She listened to the Commander take a report on her health and heard the same outlook that Byakuya had shared with her. _I'm a survivor. I can't give up now. Not now that I have so much to live for. My squad. Kyoraku. My son!_

Kotetsu-taicho spoke quietly, with the Commander and left. Penny was near delirious as she fell in and out of consciousness. The next thing she knew she felt Kyoraku's large hand take hers and the bed creaked with his weight. She pictured him sitting on the edge of her bed as he took both her hands in his. It didn't hurt her, but she was limp with fatigue. "Penny-chan, I'm so so so sorry. I did the one thing you can never forgive and left you there" he said. He spoke quietly but did not whisper. It was the same voice he used after they would make love. Gentle and quiet. She had found it very comforting. "I left you wide open after I promised to always help you."

_He doesn't know if I hear him or not._ She sighed mentally. _Of course you did, you idiot…men…_she thought._ I left myself open by relying on a fool like you _was what she would have said if she could have opened her mouth. And she was glad she couldn't speak her mind so easily. She was comforted by his presence. _No one else can make me feel this way, so safe. No one else knows me like him. _Her frustration abated. _It was battle. Battle is chaotic and dangerous. We've both seen plenty of it. _She found some strength and gave him a squeeze._ It was stupid on your part. I'll be sure to tell you that once my mouth isn't bandaged shut…_

Penny fell into a deep but unsettled sleep. She found herself in her inner world, a place deeper than dreams where she would commune with her zanpakuto. It was a brilliant fantasy garden full of fountains, and where the boughs of trees and vines were heavy with ripe fruits and sweet blossoms. She always felt free in her inner world. Her body moved as though it was never injured, and she could run free through nature.

She encountered her zanpakuto. The large man sized bird made of fire sat on a thick knarled branch. Its long feathered wings were folded up, and it's tail feathers hung far below the branch and brushed against the ground. Nothing ignited nor was burned from its touch. When it saw Penny there it took flight. The bird of flames flew straight into the sky, its long tail feathers whipping about, the sparks dissipating before they singed any of the flowers or vegetation. The bird then burst into ash high in the sky, and the ash landed in a neat pile that then formed the shape of a woman. The ash woman shaped herself to appear to wear a kimono and her hair was straight and long. The ash continued to swirl while in this form, but the lines of where everything should be did not change. He eyes were simply shaped like eyes, but had no pupils or irises. When she stood she walked over to Penny as her skin swirled with movement of the dark grey particles. She smiled and said "You didn't say my name."

Penny felt joy looking at the ash woman. "Flower Phoenix, it isn't that I don't know you. It's that I don't like to throw it around" replied Penny, honestly. "It's your name, afterall."

The ash woman nodded. "That is quite respectful. Thank you."

"Also, _Flaming Phoenix of the Celestial Garden, let your fire begin the cycle of life again _is a bit long. I…was hasty in taking down that devil."

The ash woman giggled, a light tinkling bell like sound.

The sky over head became a bit overcast and large nourishing raindrops began to fall. Penny was crying "Will I return? I have to return to my son. I have wasted so much time and now I want to know him." She was ashamed she had not been braver in revealing her identity and wasted the time she could have spent with Byakuya. "I was so foolish. I was so weak and foolish. I held fast to a stupid secret, and then I was too afraid he would reject me, but I know now. I know I have to go back to him." She kneeled down in the fresh earth, tiny baby's breath bloomed where her tears fell.

The ash woman stayed standing, but her neck extended allowing her face to get close to Penny's. "You can return if you want to. You just have to wake up, Penny. You heard that he knows, now you just have to wake up."

"These are new feelings, I can't be afraid of them, but I don't understand them." Penny wiped away tears on her face, but was surprised they kept appearing. "I just can't die yet. Not now. I have to understand this!"

"Oh, little one" said the zanpakuto "Your love for your son is unconditional. You're not used to this and it's overwhelming. You have suppressed this since he was born, but you cannot ignore it now that he is in your life again. Everyone in your life has taught you love is conditional. But you have known better since he came to you. You can wake up Penny. Wake up."

The ash woman smiled, and Penny blinked and was awake. She heard "Penny" she felt a gentle tap on her shoulder "Wake up, Penny-taicho."

She could nod her head and did so. She felt revived, refreshed, and ready. Penny heard Captain Kotetsu's call to wakefulness and then felt Byakuya in the room again. "Captain, I think it better that we allow my mother to rest. If she is tired, she should sleep."

"Yes, Captain, under other circumstances I would agree, but her reishi was fluctuating just now." Kotetsu used a hand over Penny's forehead to sense the older captain's vitality. "She seems back to stable now." She nodded. "Not just stable, she is doing well."

Penny barely noticed what Kotetsu said. Her heart sang with joy at Byakuya's words. My_ mother…he said my mother. The scarred and feral slave… Me… his mother._

"Do you think it was from the move? Was it not wise to bring her here to the estate?" he asked. His voice was deep, but calm.

Penny could smell something nostalgic. _Fresh__ new tatami__. Kyara incense. Am I in__ the Kuchiki mansion__? No one else would have such an expensive incense permeate such a large space. It smells like Soujun…_

Kotetsu said "I think it was a good move. She needs someplace quiet to recover, and…" Penny assumed the 4th squad captain made some kind of gesture "to be with her only family will be very good for her spirit."

Penny could not be happier, but she was indeed very tired. Her recovery was series of falling and crawling up through different levels of her consciousness. It was difficult and disorienting, but she clung to her goals. To be back with Byakuya again. With her eyes still covered, and her reishi still a bit low, she had to relent to a deep and restful sleep with a smile on her face.

She woke up hungry. Very very very hungry. She felt stiff, but she had regained a lot of strength. She was still blinded by bandages, and her mouth was still covered, but she sat up. She could feel a vitality that she had never experienced before. She heard the birds singing and water trickling from an old stone lantern. She pulled at the bandages on her hands then heard a woman nearby say "Tut tut tut! No! We have to wait for the doctors to remove it, my lady."

Penny was jarred being called a lady. She tried to respond but was muffled by the bandages. _How screwed up was I that they had to bandage my jaw shut? I must have broken my mandible on that fall._ She remembered tasting an inordinate amount of blood in her mouth after impact, but she had so many other more vital injuries that a broken jaw actually seemed secondary_. But I'm better now. _

"Get the doctor immediately" said Byakuya with unquestioned authority. When the scuffling of tabi covered feet across fresh tatami sounded far away she heard the rustle of fine silk kimono approaching. She realized she too was wearing similar fabrics. She sat up and felt a full smile come across her face.

Byakuya sat at her side and said "I'm sorry I was not previously more forthcoming. I was torn over keeping your secret and my own selfish desire for family."

Penny shook her head no, and Byakuya continued. "You are likely asking, how do I know this? How could I have known you of all people are my mother? The answer is that father wrote a letter which I received upon his death."

Penny sat up straight. _That son of a…_she nodded. _He was a warm and wonderful man, but his heart was his weakness. __I'm sorry Byakuya. I'm sorry you have to carry the shame of being the child of a battle worn slave, but I won't waste more time_. She could see in her minds eye the blood covered infant who she held in her arms before she handed him over. _My little boy. My little love. Is this even real? _

Just then the medical team arrived along with Captain Kotetsu who had not yet left the mansion. Byakuya stepped far back to allow the team to do their work. Captain Kotetsu said "We need to be careful. We can remove some of the bandages, but not all of them. Start with her mouth, and her eyes."

One of the Kuchiki family physicians was given the job of cutting the bandages so she could again move her mouth to speak, and delicately away from her eyes so she could see. Penny felt her jaw healed and moved it up and down within the bandages and with a dry scratchy throat she said "Food, please, I'm so so so hungry." This made everyone chuckle.

Again Byakuya knelt at her side and calmly said "Yes, mother. Please rest now. The chef will bring you whatever your heart desires."

Before she knew it her bed was surrounded by countless trays piled with every delicacy and luxury food available. She began with a large bowl of udon noodles and broth. Her favorite dish. She managed to hold herself back from the wild hunger that ate away at her and politely sampled each dish with the delicate nature of a highborn lady.

Despite her well trained grace, her eyes rolled up into her head with how satisfying the food was "OH MY SPIRIT KING! This is amazing" she slurped up the noodles with relish. The flavors were more intense somehow. She noticed the food was more fragrant than she had ever smelled. Everything was brighter and better.

"Of course it is. The Kuchiki chefs are the best in all of Soul Society" said Byakuya with the confidence of a cocky young nobleman. He sat back and watched her consume an inordinate amount of food with almost flawless etiquette.

She grimaced in approval and nodded. "I can't argue there" she said quietly. She was distracted by the sound of her own voice. _Things sounded clearer. My throat is dry, and it's scratchy, but maybe it's the acoustics of this room, or I'm still delirious. My voice sounds different. __While it is scratchy it is not difficult to make sound._

She then moved on to the next plate. Dish after dish arrived with Byakuya's direction and explanation of why it was the best version of that dish she would ever have. She swallowed her sharp retorts with each mouthful. _No need to burst his bubble with me chastising him over being arrogant. He's proud and wants to show off to me. __I'm his mother. The wielder of Flaming Phoenix of the Celestial Garden. I'm not afraid to tell anyone I care, or afraid to accept their affections._ "Oh, yes, this is undoubtedly the best…whatever that sweet thing was that I've ever had."

The servants then cleared all the empty dishes and trays and brought them a small table to rest their tea on. She turned to face her son who sat across from her and noted the fine kimono she was wrapped in was the family's favorite color, violet. Penny thought of the day she met the old woman, and the girls she had scared with her appearance. _I had thought those simple yukata were fine kimono. Little did I know I would someday I would be draped in fabrics made exclusively for a noble family. _The pattern was a violet on violet embroidery, and she was taken with how subtle the shimmer of the thread was, all gently draped over her white recovery yukata.

Byakuya noted her admiration and as two servants approached with a small wooden tray said "It's from the Kuchiki textile mills in the west. I wanted something special for you. Something from your family." The servant lowered the tray and Byakuya lifted an old piece of paper from there and the servants backed off and left the room.

Penny looked at her steaming tea then at the shoji door quietly slide shut. She looked at the old yellowed parchment paper that was common when she was younger. "That's his letter?"

Byakuya nodded once. "Would you like to read it?"

Penny swallowed, eying the paper. She was uncertain and said "It wasn't meant for me." The hot tea soothed her throat.

"Perhaps not, but I would like to know if this aligns with your version of events" he responded resting the parchment with broken seal on the table between them.

Penny met his eyes and she caught a glimpse of his turmoil. He glanced down at the parchment and then back to her and his emotions were gone. _He's been well trained. _"It's alright. This is new territory for both of us."

A small nervous smile cracked his lips. It said_ You caught me_.

_I hadn't even considered Soujun lying, but he was prepared to lie about Byakuya. _She nodded "I guess I would like to understand what he told you." Her eyes went to her son and she said "And how you figured out it was me."

He smiled. "Then you should read the letter. He does not mention you by name, but it is fairly obvious."

Penny nodded in agreement. "Fine. I will read it." She picked up the letter and was surprised at how emotional she felt reading it, hearing Soujun's voice in her head. Her eyes scanned the lines and her brows jumped from surprise. When she was finished she rested the letter back down on the table and feeling far away, stuck in the past for a few more moments, she said "I had no idea he felt that way…"

Byakuya's head tilted a bit and said "I do not think it so hard to believe. You are quite amazing, though not the typical noble princess."

Penny was brought back to the present, leaving her memories of yesteryear in the past. "I am so proud of you, Byakuya."

"And I of you" he said, quite earnestly.

She unconsciously touched the bandages on her face and absorbed what he told her. "Thank you" she said. "Thank you."

Byakuya continued to explain. "I read the letter and almost memorized it. I had mixed feelings at first, but, in time I realized truth was more important. I had a mother who was still alive, somewhere. I vowed to find you. I had not expected to meet you soon after I had these revelations, but there you were standing in the plaza soon after Oji-sama had passed. I could sense your reserved power. I found you had served the 6th squad approximately leading up to my birth. Your appearance is distinct. I put the pieces together for the most part, but I could not prove it. One evening I was pouring over the archives to find who the servants were who served my father. I searched for who worked in various wings and the guest house during that time. I found one woman who was still alive.

Penny flashed back to the day they met in the plaza. "She was one of them." Her mind flashed an old memory from the guest house servants and in her mind's eye she saw a young black haired version of the old woman who was with him in the plaza. "The old woman with you that day. I remember her now. I barely recognized her."

He nodded. "She confirmed you had stayed at the guest house more than once. She was reluctant. After further pressing she revealed the circumstances of your last visit."

Penny thought about the events of his birth and how his zanpakuto had manifested the events of that very night. _That's a story for another time. _She thought and gripped her tea. She nodded and lifted the cup to her lips delicately as the old woman had taught her.

Over the next few days Penny and Byakuya met as often as they could. He was fascinated and impressed with her various non-combative skills such as her calligraphy. They shared a lot of interests beyond the martial sphere, like ikebana, the study of ancient history, and poetry.

Byakuya knew he had made an error when he brought Rukia into his home decades earlier and virtually ignored her. He would not make the mistake a second time. They spent much time together as Penny got her strength back and they began to walk about the grounds.

Weeks later Penny was walking about in the garden wearing her bandages, another simple, but beautiful violet Kuchiki textile kimono but this time with a matching obi. She sat down on a stone bench and pulled her sheathed zanpakuto across her lap and began to meditate. Her hair had grown long, and was well cared for, as usual. She never slacked on grooming. It had grown longer and was cleaned and groomed through the bandages. It seemed rather unruly sticking out from under the bandages, but it was just as thick and straight and shining as it had ever been.

Sometime later Byakuya arrived in the garden. "I'm sorry, mother, but it is time."

She opened her eyes and saw she had done it again. "I'm sorry….the gardeners will be working over time again."

She stood and walked through tall grass and large exotic flowers that had bloomed up in the area where she was sitting. Byakuya half laughed and said "After they remove the bandages today you will be able to run through the wild fields of the estate if you choose. You may do…" he looked over his shoulder back at the spectacular garden she had left behind "…whatever you choose out there."

She laughed and they walked back inside.

Penny followed Byakuya back into the main house to where she had been staying. Kyoraku was there as well as Captain Kotetsu and a few other Shinigami from the 4th squad.

The 11th squad "Creepy Twins" had arrived to kept communications open between Penny and her squad as she recovered. Ikkaku and Yamichika lingered in the back, bowing when she entered glad to see and feel her presence back to the robust and powerful little woman they knew. The squad eagerly awaited her return.

Kyoraku came straight from his office wearing his white captain's cloak. He approached her and she said "Commander" in greeting, bowing formally. He waited for her to stand straight and embraced her, pulling her close to him and enclosing his arms around her.

Looks darted around nervously wondering how she would react to Kyoraku. They all relaxed when she gently pushed him away with bandaged hands. "Yeah, yeah. I know I know."

Kyoraku looked over at Byakuya then back at her, and into her eyes. "Penny-chan. You sound good."

She said "I feel good" as she sat down in the seat prepared for her. She knew her voice sounded smoother and sweeter lately. She looked around, everyone was looking on expectantly. _What is going on? Why is this such an event?_ She settled into the chair and one of the Shinigami approached and slowly sliced away the bandages with a big pair of scissors.

Penny's face felt fresh air and she finally felt free and back to herself. She ran a hand through her hair and shook it out. The Shinigami with the sheers stepped back, bowed and looked to Kotetsu-taicho who looked surprised.

Fear raced through Penny's heart. The bandages from her head fell away as she sat up. She found her hair was a bit wild, and pushed a few strands back behind her ear.

Byakuya eyes were as wide as she had ever seen them and last she glanced at Kyoraku who smiled widely and threw his head back with a loud joyous laugh. Soon the other's smiled just as wide, the stoic captain of the sixth squad included.

Penny's confusion was written on her face and Captain Kotetsu handed Penny a mirror. She was afraid and slowly used the mirror _I will just look at one part of my face at a time_. Penny started with her mouth.. Confusion swept her face again. Everyone chuckled.

Captain Kotetsu explained. "Her squad began to wrap Captain Penny just before Inoue-san had started to heal with her powers. They very likely saved her life. Any later and she would have easily lost too much reishi to recover. But we have seen the effects of Inoue's powers before and suspected that perhaps something like this might happen."

"Huh?" said Penny, her own voice sounding different. It was no longer scratchy and tight. It was soft, sweet. "What do you mean?"

Kyoraku wiggled to her side again and took her hand. He looked deep into her eyes and said "You've been healed."

Penny nodded. "Yeah, I feel really good."

_My mouth? That was my mouth? _She looked in the mirror, again. Again she saw the small cherry pout, No wide grim crooked grin. The skin was fair and peachy, no longer grey. She raised the mirror higher and saw her nose, a set of round pleasantly pink cheeks. She put the mirror down again, having to take a few deep breaths. "This is impossible. How is this possible? This isn't me." She meant to keep that in her mind, but the words poured out of her mouth.

Kyoraku came closer and rested a hand on her upper arm. "Penny-chan, it will be okay."

"How am I going to threaten people looking like this?" she asked quietly, concerned.

He was taken aback by her initial question, and then chuckled. "I think you'll manage."

She took a deep breath and looked down at her hands. "My body is healed."

Kyoraku nodded, his one eye still covered by a patch "Yes, Penny-chan" he said, quietly.

She looked at him with more sheer determination than she had ever exhibited "I have the body I need, Shunsui. I will be greater than any have ever expected."

He could not help but smile. "I know Penny-chan. They will not be able to look away. They will see you for all that you are."

She looked back in the mirror and saw that her scars were not completely gone. Where she had been cut were lines of dark pink pigmentation. They did not impede any function of her nerves. Her face was symmetrical. She touched them and nodded. Kyoraku nodded too. "They're still there. Your story hasn't been erased. You're still my wild child, your story right there for everyone to see."

She touched them and looked down into Kyoraku's eyes. She could feel her eyes were wider. The lid no longer drooping over one. "Still into me, eh?" she mumbled.

"Always" he said, quietly.

Very suddenly Yamichika had his face in Pennys "Taicho! You're classically beautiful! Those almond shaped eyes, those thick lashes! Your peachy complexion! The lines just give you something unique! I never noticed your high cheek bones, and-"

Penny's new pretty face went hard, and her eyes took on a lethal glare. Without her eyes being obscured by the edges of the bandages everyone could see that Byakuya had the same ones, though on Penny they were a bit larger and deeply feminine. Her voice was eerie and quiet, but held authority reminiscent of Unohana. "You know I can still dust you."

He stepped back and skipped back to Ikkaku's side. "Hahahahaa! She's so cute! Murderously cute!" Ikkaku tried to settle his shallow companion.

It was a relief. Penny was healthy. She still had her scars, but not to a disabling degree. She looked into the mirror at her new heart shaped face. "I overcame a lot to be here. Those scars are my trophies. I'm glad they still have a presence on my face. They were each an accomplishment. They were all moments I overcame something and I do not mind they are on display. This is the best outcome I could have hoped for. I still have my history, but I am healthy." Penny smoothed her hand over the fine lines in her face and smiled. "This is perfect."

"I agree" said Kyoraku. "You just look like a healthy version of my little wild child" he smiled broadly happy he still recognized his oldest friend and lover.

Soon after her recovery, Penny returned to the 11th squad barracks. The squad was glad she was back, and there was very little talk about her appearance. They knew it was her, they knew she was their captain, and they knew they had done a good job in her absence. The barracks were spotless, they had continued their training, and they were all proud to show her.

Byakuya had a few problems with some relatives who wanted to question his place as the head of the Kuchiki clan. The trouble was quickly shot down as no matter who his mother was, his father was undoubtedly Soujun. Additionally, he was appointed by his grandfather as the clan head. The position is technically not hereditary. Any political difficulties that came up were shallow and dismissed.

Time passed and Penny would visit her son and they would share tea, their thoughts, their troubles, and occasionally their wishes and hopes for the future. Penny came to know Rukia better and grew a deeper respect for the fellow captain and Renji.

Over the following years Penny would come and stay at the estate and often run through the fields, allowing her spiritual energy to flow out, free and untamed, creating wildflowers as she went,

Kyoraku stood with Byakuya looking out on a large field in the wild plains of the Kuchiki lands. They looked out on the field of wildflowers that had sprung up. Penny was running about training, sparing with nature in her shihakusho. The Commander looked out and said "So, Byakuya, I hope my visits aren't a bother, but the Kuchiki estate seems to be the best place for her. I am drawn to wherever she goes."

Byakuya shook his head no "Certainly not. She may not say so, but she clearly enjoys your company."

"I wish I could make this a more, eh…respectable arrangement, but…" Kyoraku raised his eyebrows and let the rest of the sentence up in the air.

Byakuya knew his meaning and just said "No need. My mother would not accept a proposal of marriage."

The Captain Commander let out a short laugh. "True enough."

"I would appreciate you not call her wild child. It's not quite appropriate for the mother of the clan head of Soul Society's most noble family.

They both kept their eyes on Penny who darted about bounding without the assistance of shunpo, but just by the strength of her reishi. The flowers would sprout and some became her targets, the heads of blossoms seared off by the heat of her blade.

"I don't know what else to call her" said Kyoraku, honestly.

"Lady Kuchiki" said Byakuya.

Kyoraku smiled and nodded approvingly. "Fitting."

It was Byakuya's way of announcing she would be officially recognized as a clan member and be granted a family name.

No one living knew the irony of the situation, that centuries earlier Penny had asked Ginrei Kuchiki if she could have his family name.


	8. The End

Many centuries later Penny sat overlooking Soul Society. She had grown old and her hair was long and white. If it was worn down, a rarity these days, it pooled at her feet and around her chair. She sat at the desk of the Captain Commander thinking about all the people who were going about their daily lives. She considered and enjoyed all the reforms that the previous Commander, Kyoraku, had put into place to modernize. He improved not just the technology and living conditions of the people of the Rukongai, but also the social reform.

She turned her attention back to a touch screen device delivered by the Department of Science and Tech and looked at her schedule. She smiled.

Nanao-chan announced "Commander Kuchiki, Captain Kuchiki Byakuya, has arrived."

Penny nodded to signal she was ready, but before Nanao-san turned to leave Penny asked "Where is Kyoraku enjoying his retirement today?"

Nanao, even at this mature age, blushed.

Penny sighed. "Well, we never did marry. He let me be free to do what I want. He's allowed a day with an Oiran if he wants…and can afford it."

Nanao backed out and Byakuya entered with his young Vice Captain. He was older, matured but still vital and strong. His sideburns were greying, but he was overall still a strong viral man. The Vice Captain was a young lady of noble birth with blue green eyes and raven black hair. Byakuya announced "Captain Commander, I present to you my new Vice Captain, Kuchiki Sakura."

Commander Penny looked at the girl and admired her grace as she bowed, even in the militant posture. "Very nice to see you Sakura-chan. Congratulations. Please work hard not just for your grandfather and myself, but for all of Soul Society." Penny gestured to the view from the veranda that looked out upon all of Soul Society.

The young lady's eyes went a bit wide at the vast view. "Of course Commander. I look forward to it" she said, young, sweet, disciplined, and sadly completely unaware of everything that would try to beat her down during her service.

The Commander's smile faded and she looked up at Byakuya who still hid his feelings so well. "So young" she said to her son.

"As was I. As were you" he reminded her.

"Unfortunately" muttered Penny as she returned her attention back to the new contraption that held her schedule.

"I resent that!" snapped Sakura. Anyone else would in Soul Society would have been pressed back into wordless fear after facing the stony silence that followed.

Penny said "I say unfortunately because it would have been nicer to not see battle at that age. I know you are capable." She shifted those now famous grey eyes at the girl then back to her slim screen. "Calm your temper."

"Apologies, Grandmother" said Sakura, bowing her head deeply.

Penny just waved it off, a habit she picked up from living with Kyoraku. "Your grandfather did it, your mother did it, and you too will manage to tame that fire."

"Like you, Commander?" asked the girl. Her curiosity superseded etiquette too often these days.

The legendary Commander looked at the girl, her eyelashes still thick and black, "I _am_ the fire, dear."

Sakura, bowed respectfully feeling the words of her grandmother more so than hearing them. She made her excuses and left her elders to finish their business.

Byakuya approached, and Penny glanced at his hair, and the lines beginning to crease his face. He asked "Are you feeling well?"

She nodded. "Tired, but yes. I'm well."

"You seem…down" he said.

"I can't hide things from you, can I?" she sighed. "I am not so much down, as I am kind of just done." She closed her touchscreen and turned her attention to her son and smiled. "You're so handsome, my boy." She stood, with Byakuya's slight assistance, and they walked out.

The extended Kuchiki family had a feast to celebrate Sakura's appointment to Vice Captain. Unlike her great grandfather, she was very powerful and everyone expected great things from her. Kyoraku made his appearance and sat next to Penny. His hair had gone completely white and he still wore his old eye patch. His height seemed to suffer as his broad powerful shoulders eventually rounded down as he aged into an old man. It was rumored that his vision had recovered from his powerful reiatsu, but he kept the patch because he liked how it made him look more rugged. They looked at each other with warmth and kindness. It was no secret they were lovers.

The feast was full of laughter and boisterous conversation. The Kuchiki mansion had never before been so full of love and family. To her left was Kyoraku, and to Penny's right was Byakuya at the center of the long table. He had grown into his role and despite the social reform retained the prestige and honor of a noble head. He had adjusted the Kuchiki clan along with the sweeping reforms across Soul Society. He embraced the changes, and the family profited in reputation, but also financially, and culturally. Penny beamed and looked around the room. I have grown, survived, and learned to love. Across the table she saw Rukia and winked at her.

Rukia came to Penny's side to share some joyous news that she too would become a grandparent. Penny shared the news and gave her best wishes and the two discussed a few things that all grandmothers should know.

The party dwindled and some guests stayed the night, and some guests left for their own beds. Penny retired to her personal apartments in the main house of the Kuchiki mansion. Though they were both elderly Kyoraku often stayed the night wherever she was. As their energy faded over the years they would take comfort just gazing at the other in the moonlight. It seemed to quiet all the violent battle memories with which they both struggled. They had lost so many dear friends and loved ones over their very long lives they felt secure knowing the other was right next to them. Side by side they would drift off to sleep.

Kyoraku was standing on the edge of what had quickly become the wildflower fields on the Kuchiki estate after Penny had moved in. He was young and vital again. He could feel his chest fill with the sweet air that wafted off the fields. His shoulders were no longer bowed and he put his hands on his hips feeling his shoulders strong and straight again.

He was wearing a simple black shihakusho and his beaten-up straw hat. He took it off and looked at all the dinks and broken threads. He loved it still and even in his dreams could not let it go. He realized _I'm dreaming_. He heard the rustle of the tall dried grasses and saw Penny's silhouette against the blazing setting sun. She was working through her kata slicing the top of the grasses with graceful swipes.

He watched her move and dance through the field. Her hair was long and dark, free of the braids she had been wearing lately. He felt joy watching her enjoying every inch of her youthful vibrant self.

Penny stopped her exercise when she sensed Kyoraku. Panting, she sheathed her sword and made her way through the grasses. She wiped her brow with the back of her wrist, dusted off some pollen from her familiar black shihakusho, and then embraced him. He returned the embrace and she pressed her ear to his chest listening to his huge heart beat in his chest. She looked up at him and rested her chin on his chest. She allowed contentment to wash over her and smiled up at him feeling youthful and strong again.

He looked down at her and she was beautiful. Her face was smoother than he'd ever seen it, where her scars had been in waking life were now glittering gold lines. He knew what was happening. "I'm dreaming Penny."

"Me too" she said.

The breeze bowed the flowers gently in one direction, then another. The sun was setting fast.

"I'm tired" she whispered.

He immediately with his sonorous voice. "Please don't go. I promise I won't hold you back if you stay" his voice cracked. He knew he wasn't in his reishi body, but he felt his emotions, and his chest got tight with the idea of her leaving him behind. Forever.

She squeezed him. "You never have. That's why you have always had my love."

Kyoraku knew that life had to end. He had been the Commander of the Gotei 13. Head Shinigami. He knew the cycle had to move even if it hurt feelings. "Does you have to go so soon?"

She replied quite calmly "I've done all the things I needed." Her eyes focused off on something else that she could see in her own dream world. "I made friends" Unohana and Soujun came to her mind. "I survived all those trials" she thought of the dark time of her childhood "and I learned what love is." She wrapped her finger in one of his long dark shiny wavy curls. She said "Why don't you come with me?"

He was surprised at the idea but saw there was nothing more he wanted. He nodded. _Nanao…Ah, she's grown now, with a husband and childrend of her own. I've fulfilled my promise to her mother._ He looked down into Penny's bright clear eyes and said "Alright" he smiled. He smiled broadly "Let's go."

The sun was close to gone now and stars were filling the sky with brilliant points of light. The two Shinigami walked hand in hand off into the night, together.


	9. Epilogue

Shortly after Byakuya met Penny in the plaza he sat writing in his daily log. Another day of administration, another quiet day on his estate. It felt empty knowing that Rukia was no longer there. While they went for long stretches not seeing each other in the maze of rooms on the estate, knowing she was there, his adopted sister, his family, had made the place warmer. He finished his private thoughts and placed his brush down in its rest, precisely next to the inkstone.

He took a deep breath digesting his day. He closed his eyes to mediate and make a decision. No one knew what thoughts he processed. He furrowed his brow and exhaled. He looked up across the fresh tatami, and out into the peaceful manicured garden outside. He closed his eyes and listened to the trickling of zen garden fountains just beyond the engawa. He came to a sudden decision. He felt the warmth of the setting sun on his face and a slight smile curved his lips.

He opened a small drawer in his desk and looked down at its contents. It was one of his most treasured possessions. It was irreplaceable. To the casual onlooker it was nothing all that special. Just a piece of paper, the words "To my son…" written in practiced artistic calligraphy. He reached in and lifted it out of the desk then casually flipped it over and looked at the broken wax of the Kuchiki's ancient family seal. Byakuya nodded to himself and slid the envelope into the folds of his haori.

_Byakuya, _

_I don't know when you will receive this, or under what circumstances we will have parted. I hope it is after a long life of guidance, discipline, and love. I don't know what you have yet achieved, but I am proud of you already. The reason for this letter is that while I wish to be in your life for a long time, I understand that it cannot be indefinitely. I have a piece of knowledge I must share with you. Your grandfather also knows, but most others have already since passed and I fear you may never know the truth. I would like to apologize for being deceitful, but it was for the good of the clan. _

_The nobles are powerful in money, and politics, and influence, but our spirit power is dwindling. It is not unusual for spirit power to fluctuate, but there is usually one among each clan who rises above the others. Once in every 10 generations does a person of captain level power appear. Your grandfather was the last person who was born to the family that has that power, however he does fall short of previous generations. He holds his office mostly because of hard earned experience, not his level of power. I often fall short of my station as Vice Captain and am painfully aware that I have my position not because of skill but influence. _

_I have not failed to notice that I am not the only noble to lack in power. The other nobles too have lost their spirit. Isolating ourselves from commoners was a tactic to keep our bloodlines pure so to consolidate spirit power, but it seems to have had the opposite effect. The fourth noble house is close to extinction and may soon collapse for this very reason. The Kuchiki's could be next, and it could be blamed on my inability to properly serve the Spirit King. He will provide favor to a clan which will indirectly fill our coffers, but if we cannot deliver on our obligations as rulers of the Spirit World, he simply cannot continue to provide support. He cares not for gold, he cares not for politics, and he is immune to influence. The Spirit King cares only for our ability to maintain balance. We were plummeting, quietly and out of sight, but falling we were until you were born. _

_The events that I am about to describe to you were the greatest deceits of my lifetime. I did this to save the clan. I did this for our future. I did this for you. Please forgive me. _

_The Lady Kuchiki was my wife, and she bore me a son. Not long after he was born she took his life in a fit of madness. He was a beautiful boy who I adored. He was born with an acceptable amount of reiatsu and all the charms of an infant. I had all the affections a father could have for their child. The Lady Kuchiki did not fall ill as reported, but took her own life soon after. _

_The family was vulnerable for a number of reasons and I could hardly mourn the tragedy of these events openly. Her family was positioned to stamp out our clan. Your clan. We suspect they planted my wife here knowing of her sickness to ruin our reputation and replace us, by taking our spot among the four noble clans. _

_Then your mother joined our squad. Your true mother was a Shinigami not a princess. _

_Your mother was a strong woman. She was skilled and brilliant. She brought out strength and courage in me I did not think existed and I like to believe that I taught her new things as well. You have not come to know her, not because she passed away, but because we have deceived you. As the days pass and I hold you in my arms I go back and forth over whether the explicit truth matters. You are here with me, with your grandfather and you are my son, the product of millennia of Kuchikis from the first lonely soul to wander the streets of an undeveloped afterlife, to the current head of this very noble house. Kuchiki blood runs through your veins and your claim as it's family's head cannot be contested. _

_Your mother has a beauty all her own, though it is not something available to everyone. Her appearance may be jarring to some, but her presence is something to behold. She is full of contradictions and a fascinating character. Somewhere along in life she gained a practiced grace from the ladies of old, but she is true to her fiery nature. She is of the old world. The times before. Her power is ancient and her wildness is true and unique. Her ferocity, aggressiveness, and ruthlessness mirrors the height of her compassion and loyalty. I hope dearly she has passed these things along to you. It is this loyalty which makes me write this letter. _

_We are your parents, but your grandfather swore her to secrecy, and we took you into our home. She selflessly handed you over, knowing that we could give you all the experiences and resources, and opportunity she could not. I confess we planned it. We chose her purposefully for her skill and her face. Even if you were her spitting image, no one would ever know. She had been scarred as a child and is unfortunately unable to heal. _

_We invited her the estate under false circumstances and kept her hidden. When it became more obvious she was with child we welcomed her back to the guest house in the south east to finish her time and task. I had hoped she would have all the support we could provide, but the secret nature of this endeavor did not lend itself to much staff. This combined with her independent nature led to the extraordinary circumstances of your birth. She must have known she was in labor, but she said nothing and went out into the fields, alone, and spent the day and afternoon there. In the evening she sat at the foot of a tree in the great Sakura Colonnade and gave birth to you during a windstorm. We pieced this together only because a caretaker of the trees found the remains of your birth in front of the largest tree among them. Of course, the family played dumb as to why there was blood splattered about and attributed this to a wild animal. _

_I visited this place alone later and felt tremendous guilt. I promised to keep her secure but failed miserably. But this is where I learned the most important thing about her. I do have affection for her, and marvel at what she has to offer, but I certainly could never be her match. The world is unfair and strange and we could never be a long lasting couple. She cannot be held down and married like a pliant princess. She cannot be held where she doesn't want to be. I couldn't keep her in a room surrounded by security and servants, nevertheless in a lifelong contract full of complicated etiquette and noble tedium. _

_Perhaps someday your paths will cross. Your shared power may bring you together outside of the family efforts to prevent that. If perhaps you do meet her, please respect her. She has not had the chance to mother you in the conventional sense, but she gave you everything she had. _

_Please forgive us, _

_Kuchiki Soujun_


End file.
